INFORTE CORP, S-1, 1999-12-08

INFORTE CORP
S-1, 1999-12-08

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<PAGE>

As filed with the Securities and Exchange Commission on December 8, 1999

Registration No. 333-

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

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

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

INFORTE CORP.
(Exact name of registrant as specified in its charter)
----------------

Delaware 7373 36-3909334
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)

INFORTE CORP.
150 N. Michigan Avenue, Suite 3400
Chicago, Illinois 60601
(312) 540-0900
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

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

Philip S. Bligh
Chief Executive Officer
INFORTE CORP.
150 N. Michigan Avenue, Suite 3400
Chicago, Illinois 60601
(312) 540-0900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copies to:

Edwin D. Mason, Esq. Larry A. Barden, Esq.
Foley & Lardner Sidley & Austin
One IBM Plaza Bank One Plaza
330 N. Wabash Ave. 10 South Dearborn St.
Chicago, Illinois 60611 Chicago, Illinois 60603
(312) 755-1900 (312) 853-7785

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

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]

CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of each class of securities Proposed maximum
to be registered Aggregate offering price(1) Amount of registration fee
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Common stock, $.001 par value........ $50,000,000 $13,200
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) In accordance with Rule 457(o) under the Securities Act of 1933, the number
of shares of common stock being registered and the proposed maximum
offering price per share are not included in this table. The proposed
maximum aggregate offering price is estimated solely for the purpose of
calculating the registration fee pursuant to Section 6(b) and Rule 457(o)
of the Securities Act of 1933.

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

The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this preliminary prospectus is not complete and may be +
+changed. These securities may not be sold until the registration statement +
+filed with the Securities and Exchange Commission is effective. This +
+preliminary prospectus is not an offer to sell nor does it seek an offer to +
+buy these securities in any jurisdiction where the offer or sale is not +
+permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion. Dated , 2000.

[LOGO] Shares

Inforte Corp.

Common Stock

-----------

This is an initial public offering of shares of common stock of Inforte Corp.
All of the shares of common stock are being sold by Inforte.

Prior to this offering, there has been no public market for the common stock.
It is currently estimated that the initial public offering price per share will
be between $ and $ . Application has been made for quotation of the common
stock on the Nasdaq National Market under the symbol "INFT".

See "Risk Factors" on page 6 to read about factors you should consider before
buying shares of the common stock.

-----------

Neither the Securities and Exchange Commission nor any other regulatory body
has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

-----------

<TABLE>
<CAPTION>
Per Share Total
--------- -----
<S> <C> <C>
Initial public offering price................................... $ $
Underwriting discount........................................... $ $
Proceeds, before expenses, to Inforte........................... $ $
</TABLE>

To the extent that the underwriters sell more than shares of common
stock, the underwriters have the option to purchase up to an additional
shares from Inforte at the initial public offering price less the underwriting
discount.

-----------

The underwriters expect to deliver the shares against payment in New York,
New York on , 2000.

Goldman, Sachs & Co.
Salomon Smith Barney
William Blair & Company

-----------

Prospectus dated , 2000.
<PAGE>

[Inside Cover Graphics]

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

In this prospectus, "Inforte," "company," "we," "us," and "our" refer to
Inforte Corp.

You should rely only on the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities. The information in this document may only be accurate
on the date of this document.

We have obtained a federal registration of the service mark "Inforte." We
have applied for federal registration of the service marks "Velocity to Value"
and "V2V." Other trademarks and service marks appearing in this prospectus are
the property of their respective holders.
<PAGE>

PROSPECTUS SUMMARY

You should read the following summary together with the more detailed
information about our company and the common stock being sold in this offering
and financial statements and the notes to those statements included elsewhere
in this prospectus.

Our Company

Inforte is an eBusiness integrator, providing advanced technology
consulting and systems integration services that enable our clients to
capitalize on Internet-based technologies to transform their businesses and
improve both their competitive positions and operational efficiencies. The
depth and breadth of our eBusiness experience--including strategy, customer
experience design and management, business-to-consumer and business-to-business
electronic commerce, internal operations management, and supply chain
restructuring--allow us to deliver advanced "end-to-end" Internet solutions to
our clients that integrate all aspects of a client's business from internal
processes to external business relationships.

We believe that we are one of the few professional services firms that
possess all the skills, technologies, methodologies, and processes necessary to
offer successful end-to-end eBusiness solutions. Instead of installing a "point
solution" that only uses the Internet for one specific purpose, we focus on
creating and deploying holistic solutions that connect every aspect of a
client's business together. We implement these solutions by focusing on
advanced technological skills. These include not only our premier customer
experience management capabilities and the implementation of advanced eBusiness
software applications, but also strong back-end integration capabilities in
areas such as architecture design and transaction processing.

We consider technology consulting to be primarily an execution business. We
therefore have developed a number of proprietary processes and methodologies
such as our project delivery methodology, which we call Velocity to Value
(V2V), that provide us with extremely powerful tools to manage our business. We
believe V2V and its surrounding set of processes allow us to deliver projects
with consistently high quality, on time, and within budget. In addition, we
believe that our solutions are successful because they are developed in
collaboration with our clients. We include our clients in every aspect of the
project, from design to implementation, thereby ensuring that our solutions are
implemented effectively and that our clients' capabilities to manage, maintain,
and use the solutions are appropriately developed. Equity ownership is an
important component of employee motivation and compensation, and accordingly,
all of our employees are stock or option holders.

We believe that our approach to eBusiness, coupled with our vision and
technological capabilities, have enabled us to achieve 100% referenceability
among the over 120 clients that we have served since our inception, meaning
that each client would provide us with a positive reference. In addition, this
has helped us to achieve our industry-leading ratios of employee retention and
project costs to revenue. To date, all our revenue has been internally
generated and has at least doubled every year, having reached $20.5 million for
the nine months ended September 30, 1999.

3
<PAGE>

Our Market Opportunity

Today's Internet technologies offer a wide range of opportunities for
organizations seeking to improve their competitive positions through additional
growth and increased efficiencies that can be achieved through "end-to-end"
eBusiness solutions that link every part of their business together with their
customers and suppliers. As a result, elaborate Internet strategies rank among
the highest corporate priorities.

While companies are eager to capture these significant new opportunities,
the analysis, design, and implementation of an advanced Internet solution
requires special skills and expertise that few businesses possess. Given the
shortage of qualified personnel, it is also inefficient and difficult for
companies to hire, train, and retain these professionals.

Therefore, an increasing number of businesses engage Internet professional
services firms to help them design and implement appropriate solutions.
Accordingly, the worldwide market for Internet professional services is
projected to grow dramatically. International Data Corp. estimates that this
market will grow ten-fold from $7.8 billion in 1998 to $78.6 billion in 2003,
representing a compound annual growth rate of approximately 59%.

Our Strategy

Our strategy is to continue to capitalize on eBusiness opportunities by
expanding our relationships with existing customers and by developing new
business opportunities with other Fortune 1000 and "dot.com" companies. To
accomplish these goals, as well as continuously differentiate us from our
competitors, we will strive to:

. maintain our advanced solution focus, which will allow us to consistently
use leading-edge technologies to deliver advanced Internet solutions to our
clients;

. ensure continued client satisfaction and referenceability, which is one of
our key assets in competing for new business and in hiring new employees;

. continue to attract high quality personnel who possess the strong technical
skills necessary to design and implement our advanced eBusiness solutions;
and

. continue our superior external and internal business execution, which will
improve our ability to obtain new business from new and existing clients as
well as effectively manage our growth.

Our Offices

We were originally incorporated in Illinois in 1993 as InfoEdge, Inc., and
changed our name to Inforte Corp. in 1997. In 1999, we reincorporated in
Delaware. Our executive offices are located at 150 N. Michigan Avenue, Suite
3400, Chicago, Illinois 60601 and our telephone number is (312) 540-0900. Our
web site is located at http://www.inforte.com. The information on our web site
is not a part of this prospectus.

4
<PAGE>

The Offering

The following information assumes that the underwriters do not exercise the
option granted by us to purchase additional shares in this offering. See
"Underwriting."

<TABLE>
<C> <S>
Shares offered by Inforte............... shares
Shares outstanding after this offering.. shares(1)
Proposed Nasdaq National Market symbol.. "INFT"
Use of proceeds......................... For general corporate purposes,
principally working capital and
capital expenditures.
</TABLE>
- --------
(1) Based on shares outstanding as of , 1999. Excludes shares of
common stock issuable upon the exercise of options with a weighted average
exercise price of $ per share.

Summary Financial Information
(in thousands, except per share data)

<TABLE>
<CAPTION>
Nine Months
Ended September
Year Ended December 31, 30,
------------------------------------ ---------------
1994 1995 1996 1997 1998 1998 1999
------ ------ ------ ------ ------- ------- -------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Revenues................. $ 387 $ 773 $1,999 $5,056 $13,447 $ 9,803 $20,535
Operating income (loss).. 107 73 296 (140) 1,293 905 2,486
Pro forma net income
(loss) (unaudited)(1)... $ 72 $ 44 $ 173 $ (111) $ 777 $ 539 $ 1,550
Pro forma diluted
earnings (loss) per
share (unaudited)(1).... 0.01 $ 0.01 $ 0.02 $(0.02) $ 0.08 $ 0.05 $ 0.15
Weighted average common
shares outstanding--
Diluted................. 6,746 6,950 9,108 5,264 10,143 10,021 10,684
</TABLE>

<TABLE>
<CAPTION>
September 30, 1999
----------------------
Actual As Adjusted(2)
------- --------------
(unaudited)
<S> <C> <C>
Balance Sheet Data:
Cash and cash equivalents................................ $ 5,256 $
Working capital.......................................... 1,441
Total assets............................................. 12,297
Long-term debt, net of current portion................... --
Stockholders' equity..................................... 2,598
</TABLE>
- --------
(1) During the four years ended December 31, 1998, we operated as a sub-chapter
S corporation under the Internal Revenue Code and in some of the states in
which we did business. As a result, our taxable earnings or loss flowed
through to our stockholders. The pro forma net income (loss) data assumes
that we were subject to income tax had we always operated as a C
corporation. In 1999, we were a C corporation; however, the conversion from
a sub-chapter S corporation to a C corporation resulted in a tax benefit
for accounting purposes due to the recording of deferred tax benefits,
increasing our earnings per share. The pro forma earnings per share for the
nine months ended September 30, 1999 reflects the earnings per share we
would have reported without the one-time conversion to a C corporation.
(2) Gives effect to the sale of shares of common stock offered by this
prospectus at an assumed offering price of $ per share, after deducting
the underwriting discount and estimated offering expenses, but assumes the
underwriters do not exercise the option to purchase additional shares in
this offering.

5
<PAGE>

RISK FACTORS

You should carefully consider the following risks before making an
investment decision. If any of the following risks occur, our business, results
of operations, or financial condition could be materially adversely affected,
the trading price of our common stock could decline and you could lose all or
part of your investment.

Risks Related to Inforte

If we fail to identify and successfully transition to the latest and most
advanced solutions, our business could suffer.

We focus on providing our clients advanced solutions that employ advanced
technologies. If we fail to identify the latest and most advanced solutions, or
if we identify but fail to successfully transition our business to these
advanced solutions, our business, reputation, and our ability to compete for
the best employees could suffer.

If we fail to satisfy our clients' expectations, existing and continuing
business could be adversely affected.

Our sales and marketing strategy emphasizes our belief that any client we
have ever worked for would give us a positive reference. Therefore, if we fail
to satisfy the expectations of our clients, we could damage our reputation and
our ability to retain existing clients and attract new clients. In addition, if
we fail to perform our engagements, we could be liable to our clients for
breach of contract. Although most of our contracts limit the amount of any
damages to the fees we received, we could still incur substantial costs,
negative publicity, and diversion of management resources to defend a claim,
and as a result, our business results could suffer.

We may be unable to hire and retain highly-skilled employees, which would
affect our ability to compete effectively and adversely affect our business.

Due to the recent growth of the Internet, and in particular electronic
commerce, individuals who are highly skilled in this industry are limited.
Individuals who have the experience and expertise to perform the services we
provide to our clients are even more limited. Consequently, competition for
these individuals is intense. Moreover, to attract these individuals, we invest
a significant amount of time and money. As competition for these highly-skilled
individuals further intensifies, we may need to increase compensation in order
to attract and retain qualified employees. In addition, we may not be able to
sustain our historically low employee turnover rates after this offering. If we
are unable to hire and retain highly-skilled individuals, our ability to retain
existing business and compete for new business will be harmed.

If we fail to adequately manage our growth, our business may be negatively
affected.

Our business has grown dramatically over the past several years. For
example, our revenue has increased from $5.1 million in 1997, to $13.4 million
in 1998, to $20.5 million in the first nine months of 1999. We have also
expanded our geographic scope to four locations since our inception and expect
to continue to open additional offices. If our growth exceeds our expectations,
our current managerial resources and infrastructure may be inadequate to handle
our rapid growth, and we may have difficulty maintaining high client
satisfaction. Also, our senior management team has limited collective
experience managing a business the current size of Inforte or a public company.
We cannot assure you that our historical rate of growth will continue.

6
<PAGE>

In addition, we may open offices in foreign countries. If we expand our
business to include international operations, we may be exposed to additional
risks associated with operating internationally, including risks associated
with foreign currency fluctuations.

We believe that our senior management team and experienced personnel are
essential to our success, and the loss of any of them may adversely affect our
business.

Our business, in part, depends upon personal relationships. Senior
management and experienced personnel play an integral role in retaining and
maintaining these relationships. If we were to lose members of our senior
management team, we would have a difficult time finding adequate replacements.
In addition, if any of our experienced personnel were to join a competitor or
form a competing company, we could lose clients to that competitor.
Consequently, the loss of senior management team members or the loss of any
experienced personnel could materially affect our ability to retain or attract
business.

If our relationships with certain software vendors were to deteriorate, our
operations could be negatively impacted.

We currently have relationships with software vendors, including Blue
Martini, Concur, Genesys, i2, Microsoft, Siebel, and Vignette, and we expect
that we will establish additional relationships with other software vendors.
Although we have historically received a large number of business leads from
these software vendors to implement their products, they are not required to
refer business to us. If our existing relationships with these software
vendors were to deteriorate, our reputation could suffer and our ability to
develop new clients could be negatively impacted. Moreover, if the market
acceptance of the product offerings of these software vendors were to decline
and we were not able to transition to new software vendors, our business could
be adversely impacted.

If we are unable to rapidly learn, use, and integrate third-party software
applications, our business could suffer.

We use, and recommend that our clients use, software applications from a
variety of third-party vendors. If we are unable to integrate this software in
a fully functional manner, we may experience difficulties that could delay or
prevent the successful development, introduction, or marketing of new
services. In addition, software often contains errors or defects, particularly
when first introduced or when new versions or enhancements are released.
Despite internal testing and testing by current and potential clients, our
current and future solutions may contain serious defects due to third-party
software or software we develop or customize for clients. Serious defects or
errors could result in liability for damages, lost revenues, or a delay in
implementation of our solutions.

Our revenues could be negatively affected by the loss of a major client or our
failure to collect a large account receivable.

At times we derive a significant portion of our revenue from large
projects for a limited number of clients. In 1998, our five largest clients
accounted for 36% of revenue and our ten largest clients accounted for 56% of
revenue. For the first nine months of 1999, our five largest clients accounted
for 38% of revenue and our ten largest clients accounted for 58% of revenue.
In the first nine months of 1999, Sun Microsystems accounted for 11% of
revenue and ProBusiness accounted for 10% of revenue. Our revenues could be
negatively affected if we were to lose one of our major clients or if we were
to fail to collect a large account receivable.

In addition, many of our contracts are short-term and provide that our
clients can reduce or cancel our services without incurring any penalty. If
our clients reduce or terminate our services, we would lose revenue and would
have to reallocate our employees and our resources to other projects to

7
<PAGE>

attempt to minimize the effects of that reduction or termination. Accordingly,
terminations, including any termination by a major client, could adversely
impact our business, financial condition, and results of operations.

We may lose money on fixed-price contracts.

A majority of our contracts are fixed-price contracts, rather than
contracts in which the client pays us on a time and materials basis. Our future
success will depend on our ability to continue to set rates and fees accurately
and to maintain targeted rates of employee utilization and project quality. If
we fail to accurately estimate the time and the resources required for a
project, any required increase in the time and resources to complete the
project could cause our profits to be adversely affected.

Fluctuations in our quarterly revenues and operating results may lead to
reduced prices for our stock.

Our quarterly revenues and operating results have fluctuated significantly
in the past and we expect them to continue to fluctuate significantly in the
future. Historically, we have experienced our greatest sequential growth during
the first and second quarters. We typically experience significantly lower
sequential growth in the third and fourth quarters. We attribute this to the
budgeting cycles of our customers, most of whom have calendar-based fiscal
years. Our headcount and spending budgets in the first half of the year reflect
this increase in anticipated demand. If in any year, our sequential growth in
the first half is less than we anticipate, our results of operations could be
materially and adversely affected.

Variables that could cause fluctuations include:

. variability in market demand for the Internet and for eBusiness;

. length of the sales cycle associated with our service offerings;

. the number, size, and scope of our projects;

. timing and completion of our projects;

. the efficiency with which we use our employees, including our ability to
transition employees from completed engagements to new engagements;

. the compensation we pay our employees;

. our ability to keep discretionary expenses within budget;

. the introduction of new services by our competitors;

. changes in pricing policies by our competitors; and

. our ability to attract and retain clients.

Any one or more of these factors could harm our business and results of
operations, which makes quarterly predictions difficult and often unreliable.
As a result, quarter-to-quarter comparisons of our operating results are not
necessarily meaningful and may not be good indicators of our future
performance. It is possible that in one or more future quarters our operating
results will fall below the expectations of securities analysts and investors.
If this happens, the market price of our common stock would likely decline.

8
<PAGE>

Others could claim that we infringe on their intellectual property rights,
which may result in substantial costs, diversion of resources and management
attention, and harm to our reputation.

A portion of our business involves the development of software applications
for specific client engagements. Although we believe that our services do not
infringe on the intellectual property rights of others, we may be the subject
of claims for infringement, which even if successfully defended could be costly
and time-consuming. An infringement claim against us could materially and
adversely affect us in that we may:

. experience a diversion of our financial resources and of management
personnel;

. incur damages and litigation costs, including attorneys' fees;

. be enjoined from further use of the intellectual property;

. be required to obtain a license to use the intellectual property,
incurring licensing fees;

. need to develop a non-infringing alternative, which could be costly and
delay projects; and

. have to indemnify clients with respect to losses incurred as a result of
our infringement of the intellectual property.

Our business could be affected by Year 2000 issues.

"Year 2000" issues may adversely affect our business and our clients'
businesses. Many currently installed computer systems and software products are
coded to accept only two-digit year entries in the date code field. Beginning
January 1, 2000, many of these systems could fail or malfunction because they
may not be able to distinguish twenty-first century dates from twentieth
century dates. As a result, computer systems and software used by many
companies may need to be upgraded to comply with Year 2000 requirements. Any
failure of our principal internal systems or the solutions that we create for
our clients could seriously harm our business, financial condition, and
operating results.

Potential future acquisitions could be difficult to integrate, disrupt our
business, and adversely affect our operating results.

While historically our growth has been entirely organic, and we expect to
continue to focus on expanding our business through organic growth, we may have
opportunities to acquire other businesses. If we choose to pursue these
opportunities, any acquisitions may prove difficult for us to manage. We may
need to integrate widely dispersed operations with distinct corporate cultures.
If we decide to make any acquisitions, and we fail to successfully manage these
acquisitions, our operating results could be harmed.

Risks Related to Our Industry

Our business will be negatively affected if we do not keep up with rapid
technological change, evolving industry standards, and changing client
requirements.

The software and eBusiness market has undergone and continues to undergo
rapidly changing technology, evolving industry standards, and changing client
needs. Our future success will depend, in part, on our ability to meet these
challenges. Among the most important challenges facing us are the need to:

. effectively use advanced technologies;

. continue to develop our strategic and technical expertise;

9
<PAGE>

. influence and respond to emerging industry standards and other
technological changes;

. enhance our current services;

. develop new services that meet changing customer needs; and

. advertise and market our services.

All of these challenges must be met in a timely and cost-effective manner.
We cannot assure you that we will succeed in effectively meeting these
challenges, and our failure to do so could harm our business results.

The market for Internet professional services is highly competitive and there
are low barriers to entry. If we are unable to effectively compete, our
revenues may decline.

Many of our competitors have longer operating histories, larger client
bases, longer relationships with clients, greater brand or name recognition,
and significantly greater financial, technical, marketing, and public relations
resources than us. We may be unable to compete with the full-service consulting
companies entering the Internet professional services market, including the
consulting divisions of the "Big Five" accounting firms, who are able to offer
their clients a wider range of services. If our clients decide to take their
Internet professional services projects to these companies, our revenues may
decline. In addition, new Internet professional services companies may provide
services similar to ours at a lower price, which could cause our revenues to
decline.

If the rate of adoption of Internet-based solutions slows substantially, our
revenues may decrease.

We market our services primarily to firms that want to adopt Internet-based
technologies to transform the way in which they do business. Our revenues could
decrease if companies decide not to integrate Internet technology into their
businesses due to governmental regulations, financial constraints, or other
reasons.

Risks Related to the Offering and Ownership of Our Common Stock

Because our stock has not been available on a public market, our stock price
could be extremely volatile, like many Internet-related stocks.

Before this offering, our common stock could not be bought or sold
publicly. Therefore, we do not know if investor interest in our stock will be
sufficient to create or sustain a public trading market. Because we, in
conjunction with the representatives of the underwriters, determine the initial
public offering price for the shares, it may not be representative of the
prices that our stock will command later in the market.

Recently, the stock market has experienced significant price and volume
fluctuations, and the market prices of securities of technology companies,
particularly Internet-related companies, have been highly volatile. In
addition, the market prices for stocks of Internet-related and technology
companies, particularly following an initial public offering, frequently reach
levels that bear no relationship to the operating performance of these
companies. These market prices generally are not sustainable and are subject to
wide variations. If our common stock trades to unsustainably high levels
following this offering, it will likely thereafter experience material
declines.

Additionally, if our common stock suffers from this volatility, we could be
subject to securities class action litigation, similar to that which has been
brought against companies following periods of volatility in the market price
of their common stock. Litigation could result in substantial costs and

10
<PAGE>

could divert our resources and senior management team's attention. This could
harm our financial condition and operating results.

We expect that an important component of overall compensation for our
employees will continue to be equity. It is possible that this component of our
compensation package would be considered less attractive once we are public. In
addition, if our stock price does not increase after this offering, it may be
more difficult to retain employees who have been compensated with stock
options.

You will experience immediate and substantial dilution.

We expect that the initial public offering price of our common stock will
be substantially higher than the net tangible book value of each outstanding
share of common stock. If you purchase common stock in this offering, you will
suffer immediate and substantial dilution. The dilution will be $ per share
in the net tangible book value of the common stock from the initial public
offering price of $ per share. In addition, if outstanding options to
purchase shares of common stock are exercised, there could be further dilution.

You may not agree with the ways in which we use the proceeds of this offering.

We expect to use the proceeds of this offering for general corporate
purposes. We have no specific plan for the use of the proceeds, nor can we tell
you that you will agree with our use of the proceeds. Pending their use, we
intend to invest the net proceeds from this offering in short-term, investment
grade securities or money market instruments.

Future sales of our common stock may cause our stock price to decline.

After this offering, we will have shares of common stock outstanding
and we will have an additional shares of common stock reserved for issuance
upon exercise of outstanding stock options. Of these outstanding stock options,
are vested or will vest within 180 days of the date of this prospectus.
Following the completion of this offering, we intend to register for resale up
to shares of common stock reserved for issuance under our stock option
plans. The federal securities laws impose restrictions on the ability of
stockholders who acquired their shares before this offering to resell their
shares. Also, our directors, executive officers, stockholders, and major option
holders have agreed not to sell their shares for a period of 180 days after the
date of this prospectus. We cannot predict if future sales of our common stock,
or the availability of our common stock for sale, will cause the market price
of our common stock to decline.

Your ability to influence corporate matters may be limited by concentration of
ownership.

Immediately following this offering, the executive officers and directors
set forth below, will own approximately % of the outstanding shares of our
common stock and will own individually the percentage set forth opposite their
names:

<TABLE>
<C> <S>
. Philip S. Bligh %

. Stephen C.P. Mack %

. Ronald G. Meyer %

. Nick Padgett %
</TABLE>

If the stockholders listed above act or vote together, they will have the
ability to control the election of our directors and the approval of any other
action requiring the approval of our stockholders, including any amendments to
our certificate of incorporation and mergers or sales of all

11
<PAGE>

or substantially all of our assets, even if the other stockholders perceive
that these actions are not in their best interests.

Our charter documents and Delaware law may deter takeover attempts.

Our certificate of incorporation and bylaws may have the effect of
deterring, delaying or preventing a change in control of Inforte. For example,
our charter documents provide for:

. the ability of the board of directors to issue preferred stock and to
determine the price and other terms, including preferences and voting
rights, of those shares without stockholder approval, which the board
could issue to increase the number of outstanding shares and deter a
takeover attempt;

. the inability of our stockholders to act by written consent or to call a
special meeting;

. advance notice provisions for stockholder proposals and nominations to
the board of directors;

. a staggered board of directors, with three-year terms, which will
lengthen the time needed to gain control of the board of directors; and

. supermajority voting requirements for stockholders to amend certain
provisions of the charter documents.

We are also subject to Delaware law. Section 203 of the Delaware General
Corporation Law prohibits us from engaging in a business combination with any
significant stockholder for a period of three years from the date the person
became a significant stockholder unless, for example, our board of directors
approved the transaction that resulted in the stockholder becoming an
interested stockholder. Any of the above could have the effect of delaying or
preventing changes in control that a stockholder may consider favorable.

12
<PAGE>

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Except for any historical information, this prospectus contains forward-
looking statements that involve risks and uncertainties. Forward-looking
statements may be located in the material set forth under "Management's
Discussion and Analysis of Financial Condition and Results of Operations," as
well as in the prospectus generally. Any statements contained in this
prospectus that are not of historical fact, are intended to be, and are,
"forward-looking statements," which involve known and unknown risks. We
generally use the following terms and similar expressions to identify forward-
looking statements: "anticipate," "believe," "estimate," "expect," "intend,"
"may," "plan," "potential," "should," "could," and "will." Our actual results
could differ from those indicated by the forward-looking statements made in
this prospectus. Accordingly, you should not place undue reliance on these
forward-looking statements.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, or performance. Additionally, we do not assume responsibility for the
accuracy or completeness of these statements. We are under no duty to update
any of the forward-looking statements after the date of this prospectus to
conform these statements to actual results or to changes in our expectations.

USE OF PROCEEDS

We estimate that the proceeds we receive after deducting underwriting
discounts and estimated offering expenses from the sale of shares of common
stock will be approximately $ . If the underwriters' over-allotment is
exercised in full, we estimate our net proceeds will be approximately $ . Our
primary purposes for this offering are to obtain additional capital, create a
public market for our common stock and facilitate future access to public
capital markets. We expect to use the net proceeds of the offering for general
corporate purposes, principally for working capital and capital expenditures.
Additionally, we may use an undetermined portion of the net proceeds to acquire
or invest in complementary companies, if suitable opportunities arise and if
the acquisition targets or investment opportunities are consistent with our
vision of the future for our company and our culture. We have no current plans,
agreements, or commitments and are not currently engaged in any negotiations
with respect to any such transaction. Pending these uses, we intend to invest
the net proceeds in short-term, investment grade securities or money market
instruments. Management will have significant discretion as to the use of the
net proceeds from this offering. See "Risk Factors--You may not agree with the
ways in which we use the proceeds of this offering".

DIVIDEND POLICY

We have not declared nor paid cash dividends on our common stock or any
other securities other than S corporation distributions out of retained
earnings accumulated during the four years ended December 31, 1998, when we
were an S corporation. After this offering, we do not anticipate paying cash
dividends in the foreseeable future and believe that we will retain all of our
future earnings, if any, towards the expansion and operation of our business.
Our board of directors has sole discretion to pay cash dividends based on our
financial condition, results of operation, capital requirements, contractual
obligations, and other relevant factors. The terms of our bank line of credit
may restrict our ability to declare or pay any dividends.

13
<PAGE>

CAPITALIZATION

The following table presents our capitalization as of September 30, 1999,
on an actual basis and an as adjusted basis. The as adjusted information
reflects the sale of shares of common stock offered by this prospectus at
an assumed offering price of $ per share, after deducting the underwriting
discount and estimated offering expenses, and application of the estimated net
proceeds of $ .

The as adjusted basis presentation does not include 2,702,500 shares of
common stock reserved for issuance under our option plans, of which 1,864,425
shares are subject to outstanding options as of September 30, 1999. You should
read this information in conjunction with "Management's Discussion and Analysis
of Financial Condition and Results of Operations," and the financial statements
and accompanying notes included elsewhere in this prospectus.

<TABLE>
<CAPTION>
September 30, 1999
----------------------
Actual As adjusted
---------- -----------
(unaudited)
<S> <C> <C>
Stockholders' equity:
Preferred Stock, $.001 par value, 5,000,000 shares
authorized; no shares issued and outstanding actual
or as adjusted....................................... $ --
Common stock, $.001 par value; 50,000,000 shares
authorized; 9,312,500 shares issued and outstanding
actual, and shares issued and outstanding as
adjusted............................................. 274,439
Additional paid-in-capital.............................. 517,948
Retained earnings....................................... 1,805,988 1,805,988
---------- ----------
Total stockholders' equity.......................... 2,598,375
---------- ----------
Total capitalization.............................. $2,598,375
========== ==========
</TABLE>

14
<PAGE>

DILUTION

If you invest in our common stock, your interest will be diluted to the
extent of the difference between the initial public offering price per share of
our common stock and the pro forma as adjusted net tangible book value per
share of our common stock after this offering. We calculate pro forma net
tangible book value per share by calculating the total assets less intangible
assets and total liabilities, and dividing it by the number of outstanding
shares of common stock.

After giving effect to the sale of shares of common stock, less
underwriting discount and estimated offering expenses, our pro forma net
tangible book value as of September 30, 1999 would have been $ or $ per
share. This represents an immediate increase in the pro forma as adjusted net
book value of $ per share to existing stockholders and an immediate
dilution of $ per share to new investors. The following table illustrates
this per share dilution:

<TABLE>
<S> <C>
Initial public offering price per share................................ $
Pro forma net tangible book value per share at September 30, 1999......
Increase per share attributable to new investors.......................
----
Pro forma net tangible book value per share after this offering........
----
Dilution per share to new investors.................................... $
====
</TABLE>

The following table summarizes on a pro forma basis, as of September 30,
1999, the total number of shares of common stock purchased, the total
consideration paid to us, and the average price per share paid by existing
stockholders and purchasers of shares in this offering, assuming an initial
public offering price of $ per share:

<TABLE>
<CAPTION>
Total
Shares Purchased Consideration
----------------- ---------------- Average Price
Number Percent Amount Percent Per Share
--------- ------- -------- ------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders....... 9,312,500 % $274,439 % $0.03
New investors...............
--------- ----- -------- -----
Totals.................... 100.0% $ 100.0%
========= ===== ======== =====
</TABLE>

You will experience additional dilution if any of our outstanding options
are exercised. If all outstanding exercisable options were exercised
immediately following completion of this offering, our pro forma net tangible
book value as of September 30, 1999 would have been $ , or $ per share.
This would represent an immediate dilution of per share to you. See
"Management--Options" and "--Employee Benefit Plans".

15
<PAGE>

SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction with
our financial statements and related notes and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere
in this prospectus. The statement of operations data for the years ended
December 31, 1996, 1997, and 1998 and the balance sheet data as of December 31,
1997 and 1998 are derived from our audited financial statements, which are
included elsewhere in this prospectus. The balance sheet data as of December
31, 1995 and 1996 are derived from our audited financial statements, which are
not included in this prospectus. The statement of operations data for the nine-
month periods ended September 30, 1998 and 1999 and the balance sheet data as
of September 30, 1999 is derived from our unaudited financial statements, which
are included elsewhere in this prospectus. The statement of operations data for
the years ended December 31, 1994 and 1995 and the balance sheet data as of
December 31, 1994 are derived from our unaudited financial statements, which
are not included in this prospectus. Unaudited financial statements include, in
our belief, all adjustments, consisting of only normal recurring adjustments,
necessary for fair presentation of such data. 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>
Nine Months
Ended September
Year Ended December 31, 30,
------------------------------------- ---------------
1994 1995 1996 1997 1998 1998 1999
------ ------ ------ ------ ------- ------- -------
(unaudited) (unaudited)
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Revenues................ $ 387 $ 773 $1,999 $5,056 $13,447 $ 9,803 $20,535
Operating expenses:
Project personnel and
related expenses...... 234 572 1,324 2,722 6,830 5,061 8,893
Sales and marketing.... 6 31 174 829 1,467 1,055 3,611
Recruiting, retention,
and training.......... -- -- 51 694 1,165 866 1,969
Management and
administrative........ 40 97 153 951 2,692 1,916 3,576
------ ------ ------ ------ ------- ------- -------
Total operating
expenses............... 280 700 1,702 5,196 12,154 8,898 18,049
------ ------ ------ ------ ------- ------- -------
Operating income
(loss)................. 107 73 296 (140) 1,293 905 2,486
Interest income
(expense), net, and
other.................. -- -- (4) (22) 23 10 96
------ ------ ------ ------ ------- ------- -------
Pretax income (loss).... 107 73 292 (162) 1,316 915 2,582
Pro forma income tax
expense (benefit)
(unaudited)(1)......... 35 29 119 (51) 539 376 1,032
------ ------ ------ ------ ------- ------- -------
Pro forma net income
(loss) (unaudited)(1).. $ 72 $ 44 $ 173 $ (111) $ 777 $ 539 $ 1,550
====== ====== ====== ====== ======= ======= =======
Pro forma earnings
(loss) per share
(unaudited)(1):
Basic.................. $ 0.01 $ 0.01 $ 0.03 $(0.02) $ 0.14 $ 0.09 $ 0.19
Diluted................ $ 0.01 $ 0.01 $ 0.02 $(0.02) $ 0.08 $ 0.05 $ 0.15
Weighted average common
shares outstanding:
Basic.................. 6,746 6,950 6,096 5,264 5,517 5,504 8,378
Diluted................ 6,746 6,950 9,108 5,264 10,143 10,021 10,684
</TABLE>

<TABLE>
<CAPTION>
December 31, September 30,
------------------------------ -------------
1994 1995 1996 1997 1998 1999
----- ----- ---- ------ ------ -------------
(unaudited) (unaudited)
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Cash and cash equivalents........ $ 27 $ -- $ 11 $ 66 $2,698 $ 5,256
Working capital.................. 81 120 356 155 1,006 1,441
Total assets..................... 144 248 529 1,168 5,581 12,297
Long-term debt, net of current
portion......................... -- -- 62 24 -- --
Stockholders' equity............. 103 176 363 250 1,661 2,598
</TABLE>
- --------
(1) During the four years ended December 31, 1998, we operated as a sub-chapter
S corporation under the Internal Revenue Code and in some of the states in
which we did business. As a result, our taxable earnings or loss flowed
through to our stockholders. The pro forma net income (loss) data assumes
that we were subject to income tax had we always operated as a C
corporation. In 1999, we were a C corporation; however, the conversion from
a sub-chapter S corporation to a C corporation resulted in a tax benefit
for accounting purposes due to the recording of deferred tax benefits,
increasing our earnings per share. The pro forma earnings per share for the
nine months ended September 30, 1999 reflects the earnings per share we
would have reported without the one-time conversion to a C corporation.

16
<PAGE>

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

You should read the following discussion in conjunction with "Selected
Financial Data" and our financial statements, together with the notes to those
statements, included elsewhere in this prospectus. The following discussion
contains forward-looking statements that involve risks, uncertainties, and
assumptions such as statements of our plans, objectives, expectations, and
intentions. Our actual results may differ materially from those discussed in
these forward-looking statements because of the risks and uncertainties
inherent in future events, particularly those identified in "Risk Factors."

Overview

Inforte is an eBusiness integrator, providing advanced technology
consulting and systems integration services that enable our clients to
capitalize on Internet-based technologies to transform their businesses. We
were founded in 1993 as InfoEdge Inc. and, in January 1997 we changed our name
to Inforte Corp. To date, our revenue has at least doubled each year since
1993, and all of our growth has been internally generated. Our revenue growth
has resulted from three principal factors: the size of the projects we
undertake has steadily risen, we have increased the number of our clients, and
we have increased our billing rates.

For the nine months ending September 30, 1999, on an annualized basis, we
recognized approximately $850,000 of revenue from a typical client. This was
approximately double the amount of revenue from a typical client in 1998. We
calculate typical client size by determining the average revenue per client
among those clients who comprise the top 90% of our revenue on an annual basis.
The number of clients with whom we generated $1 million or more of annual
revenue has also increased from one in 1997 to three in 1998, and to seven in
the first nine months of 1999.

The majority of our revenues are from professional services performed on a
fixed price basis; however, we also perform services on a time and materials
basis. Typically, the first portion of an engagement involves a strategy
project or a discovery phase lasting 30 to 60 days, which we perform on a fixed
price basis. This work enables us to determine with our clients the scope of
successive phases for design and implementation, which generally last three to
nine months, and to decide whether we will perform these additional phases for
a fixed price or on a time and materials basis. The pricing method depends
upon, among other things, how precisely our clients are able to define the
scope of activities they wish us to perform. Fixed prices are based on
estimates from senior personnel in our consulting organization who use costing
templates with standard rates for the type of project. We then adjust the fixed
price based on various qualitative risk factors such as the timeframe required
to deliver and the technical complexity of the solution.

We ask clients to pay 25% of our fixed price projects in advance to enable
us to secure a project team in a timeframe that is responsive to the client's
needs. We bill the remainder in advance of the work performed based upon a
predetermined billing schedule over the course of the engagement. We normally
will not agree to milestone-based billing schedules. We recognize revenues from
fixed price contracts on the percentage-of-completion method, based on the
ratio of costs incurred to total estimated costs. Amounts billed before we
perform services are classified as deferred revenue. We bill time and materials
projects twice per month on the 15th and last day of each month. We recognize
time and materials revenues as we perform the services. We do not include in
our revenues the reimbursable expenses we charge to our clients, on either
fixed price or time and material projects.

17
<PAGE>

In 1997, we decided to increase spending to further accelerate revenue
growth and we used our line of credit to fund these increased levels of
spending, which resulted in a loss for the year. During 1997, relative to the
prior year, we increased sales and marketing spending from $174,000 to
$829,000, recruiting, retention, and training spending from $51,000 to
$694,000, and management and administrative spending from $153,000 to $951,000.
We believe this increased spending was partially responsible for our growth in
revenue of 166% in 1998.

Our revenues and earnings may fluctuate from quarter to quarter based on
factors within and outside of our control. These include the variability in
market demand for Internet professional services; the length of the sales cycle
associated with our service offerings; the number, size, and scope of our
projects; the efficiency with which we deliver projects and use our people; the
compensation that we pay our people; and our ability to keep discretionary
expenses within budget. If revenues do not increase at a rate at least equal to
increases in expenses, our results of operations could be materially and
adversely affected.

Results of Operations

The following table shows the percentage of revenues represented by items
included in our statements of operations for the periods indicated:

<TABLE>
<CAPTION>
Nine Months
Ended
Year ended September
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%
Operating expenses:
Project personnel and related
expenses.............................. 66.2% 53.8% 50.8% 51.6% 43.3%
Sales and marketing.................... 8.7% 16.4% 10.9% 10.8% 17.6%
Recruiting, retention, and training.... 2.6% 13.8% 8.7% 8.8% 9.6%
Management and administrative.......... 7.7% 18.8% 20.0% 19.6% 17.4%
----- ----- ----- ----- -----
Total operating expenses................. 85.2% 102.8% 90.4% 90.8% 87.9%
----- ----- ----- ----- -----
Operating income (loss).................. 14.8% (2.8%) 9.6% 9.2% 12.1%
Interest income (expense), net and
other................................... (0.2%) (0.4%) 0.2% 0.1% 0.5%
----- ----- ----- ----- -----
Income (loss) before income taxes........ 14.6% (3.2%) 9.8% 9.3% 12.6%
----- ----- ----- ----- -----
Pro forma income tax expense (benefit)
(unaudited)............................. 5.9% (1.0%) 4.0% 3.8% 5.1%
----- ----- ----- ----- -----
Pro forma income (loss) (unaudited)...... 8.7% (2.2%) 5.8% 5.5% 7.5%
===== ===== ===== ===== =====
</TABLE>

Nine Months Ended September 30, 1998 and 1999

Revenues. Revenues increased 109% to $20.5 million for the nine months
ended September 30, 1999 from $9.8 million in the comparable period in 1998.
This increase reflected growing demand for Internet professional services and
the increasing size of our client engagements. Reflecting our revenue growth,
we increased our number of employees to 228 at September 30, 1999 from 112 at
September 30, 1998.

Project personnel and related expenses. Project personnel and related
expenses consist primarily of compensation and fringe benefits for our
professional employees who deliver consulting services and non-reimbursable
project costs. All labor costs for project personnel are included in project
personnel and related expenses, with the exception of the time spent attending
training classes. Internal projects or unassigned time between projects are not
considered training costs, and thus appear in project personnel and related
expenses. These expenses increased 76% to $8.9 million for the nine months
ended September 30, 1999 from $5.1 million in the comparable period in

18
<PAGE>

1998. The increase was due primarily to the hiring of additional professionals.
Project personnel and related expenses represented 43.3% of revenues for the
nine months ended September 30, 1999, compared to 51.6% for the comparable
period in 1998. The change as a percentage of revenues was due to higher
utilization of project personnel, improved delivery efficiency, and higher
pricing. Our utilization in the first nine months of 1999 was higher than our
historical levels. We are actively managing to bring utilization levels down to
our historical levels, and we expect that project personnel and related
expenses will increase as a percentage of revenue going forward.

Sales and marketing. Sales and marketing expenses consist primarily of
compensation, benefits, and travel costs for employees in the market
development, practice development, and client development groups and costs to
execute marketing programs. Sales and marketing expenses increased 242% to $3.6
million for the nine months ended September 30, 1999 from $1.1 million for the
comparable period in 1998 due to growth of our salesforce and our marketing
personnel, and to increased spending on marketing activities to brand Inforte
as an eBusiness integrator. Consequently, sales and marketing expenses as a
percentage of revenues increased to 17.6% for the nine months ended September
30, 1999 from 10.8% for the comparable period in 1998.

Recruiting, retention, and training. Recruiting, retention, and training
expenses consist of compensation, benefits, and travel costs for personnel
engaged in human resources; costs to recruit new employees; costs of human
resources programs; and training costs, including travel and labor costs. These
expenses increased by 127% to $2.0 million for the nine months ended September
30, 1999 from $866,000 for the comparable period in 1998. This increase was due
primarily to increased levels of recruiting activity and general growth of the
business and related human resources and training activities. Recruiting,
retention, and training expenses as a percentage of revenues increased to 9.6%
for the nine months ended September 30, 1999 from 8.8% for the comparable
period in 1998. The primary reason for the increase was an increased rate of
hiring in the first nine months of 1999, relative to the prior year.

Management and administrative. Management and administrative expenses
consist primarily of compensation, benefits, and travel costs for management,
finance, information technology, and facilities personnel, together with rent,
telecommunications, audit, and legal costs, and depreciation and amortization
of capitalized computers, purchased software, and property. These expenses
increased 87% to $3.6 million for the nine months ended September 30, 1999 from
$1.9 million for the comparable period in 1998. The increase was due primarily
to increased headcount and increases in all other costs due to ongoing growth
of the business. Management and administrative expenses as a percentage of
revenues declined to 17.4% for the nine months ended September 30, 1999 from
19.6% for the comparable period in 1998, primarily as a result of leveraging
fixed costs over a greater revenue base.

Year Ended December 31, 1997 and 1998

Revenues. Revenues increased 166% to $13.4 million for the year ended
December 31, 1998 from $5.1 million in 1997. This increase reflected increases
in both the size and the number of our client engagements. We did not have a
client accounting for more than 10% of our revenue in 1998, while we had one
10% client in 1997. Reflecting our revenue growth, we increased our number of
employees to 122 at December 31, 1998 from 63 at December 31, 1997.

Project personnel and related expenses. Project personnel and related
expenses increased 151% to $6.8 million in 1998 from $2.7 million in 1997. The
increase was due primarily to the hiring of additional professionals. Project
personnel and related expenses represented 50.8% of revenues for 1998, compared
to 53.8% for 1997. The decrease as a percentage of revenues was due primarily
to increased revenue per consultant.

19
<PAGE>

Sales and marketing. Sales and marketing expenses increased 77% to $1.5
million for 1998 from $829,000 for 1997. The increase was primarily due to
increased sales and marketing headcount and general growth of the business.
Sales and marketing expenses as a percentage of revenues decreased to 10.9% for
1998 from 16.4% for 1997, primarily as a result of marketing spending growing
at a slower rate than the rate of revenue growth.

Recruiting, retention, and training. Recruiting, retention, and training
expenses increased by 68% to $1.2 million for 1998 from $694,000 for 1997. This
increase was due primarily to increased hiring and general growth of the
business. Recruiting, retention, and training expenses as a percentage of
revenues decreased to 8.7% for 1998 from 13.8% for 1997, primarily as a result
of lowering the cost per hire by decreasing the use of professional search
firms.

Management and administrative. Management and administrative expenses
increased 183% to $2.7 million for 1998 from $951,000 for 1997. The increase
was due primarily to increased headcount and general growth of the business.
Management and administrative expenses as a percentage of revenues increased to
20.0% for 1998 from 18.8% for 1997, primarily as a result of a ramp-up in the
management team at a pace faster than the rate of revenue growth.

Year Ended December 31, 1996 and 1997

Revenues. Revenues increased 153% to $5.1 million for the year ended
December 31, 1997 from $2.0 million in 1996. This increase reflected increases
in both the size and the number of our client engagements. Our larger revenue
base allowed us to reduce the number of clients accounting for more than 10% of
our revenue to one in 1997, from three in 1996. Reflecting our revenue growth,
we increased our number of employees to 63 at December 31, 1997 from 26 at
December 31, 1996.

Project personnel and related expenses. Project personnel and related
expenses increased 106% to $2.7 million in 1997 from $1.3 million in 1996. The
increase was due primarily to the hiring of additional professionals. Project
personnel and related expenses represented 53.8% of revenues for 1997, compared
to 66.2% for 1996. The decrease as a percentage of revenues was due primarily
to higher revenue per consultant.

Sales and marketing. Sales and marketing expenses increased 375% to
$829,000 for 1997 from $174,000 for 1996. The increase was primarily due to
increased sales and marketing headcount and general growth of the business.
Sales and marketing expenses as a percentage of revenues increased to 16.4% for
1997 from 8.7% for 1996, primarily as a result of the hiring of the first
dedicated sales and marketing executives, and the planned increase of sales and
marketing expenses at a pace faster than the rate of revenue growth.

Recruiting, retention, and training. Recruiting, retention, and training
expenses increased to $694,000 for 1997 from $51,000 for 1996. This increase
was due primarily to increased hiring. Recruiting, retention, and training
expenses as a percentage of revenues increased to 13.8% for 1997 from 2.6% for
1996, primarily as a result of the decision to recruit in advance of revenue
growth.

Management and administrative. Management and administrative expenses
increased 522% to $951,000 for 1997 from $153,000 for 1996. The increase was
due primarily to increased headcount, increased rent expense, and the general
growth of the business. Management and administrative expenses as a percentage
of revenues increased to 18.8% for 1997 from 7.7% for 1996, primarily as a
result of a planned ramp-up in the management team at a pace faster than the
rate of revenue growth.

20
<PAGE>

Quarterly Results of Operations

The following table summarizes our unaudited quarterly operating results
for each of the seven quarters ended September 30, 1999. This information has
been prepared substantially on the same basis as the audited financial
statements appearing elsewhere in this prospectus. All necessary adjustments,
consisting only of normal recurring adjustments, have been included to present
fairly the quarterly results. These unaudited quarterly results should be read
in conjunction with our financial statements, together with the related notes,
included elsewhere in this prospectus. The operating results in any quarter are
not necessarily indicative of the results that may be expected for any future
period.

<TABLE>
<CAPTION>
Quarter Ended
-----------------------------------------------------------------
Mar. 31, June 30, Sept. 30, Dec. 31, Mar. 31, June 30, Sept. 30,
1998 1998 1998 1998 1999 1999 1999
-------- -------- --------- -------- -------- -------- ---------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues................ $2,669 $3,491 $3,643 $3,644 $4,857 $7,118 $8,560
Operating expenses:
Project personnel and
related expenses...... 1,519 1,764 1,779 1,768 2,273 3,016 3,604
Sales and marketing.... 177 351 527 412 803 1,343 1,465
Recruiting, retention,
and training.......... 238 340 289 298 433 599 937
Management and
administrative........ 527 722 665 778 827 1,269 1,480
------ ------ ------ ------ ------ ------ ------
Total operating
expenses............... 2,461 3,177 3,260 3,256 4,336 6,227 7,486
------ ------ ------ ------ ------ ------ ------
Operating income........ 208 314 383 388 521 891 1,074
Interest income
(expense), net and
other.................. (5) -- 15 13 28 24 44
------ ------ ------ ------ ------ ------ ------
Income before income
taxes.................. 203 314 398 401 549 915 1,118
Pro forma income tax
expense
(unaudited)(1)......... 84 129 162 163 219 366 447
------ ------ ------ ------ ------ ------ ------
Pro forma net income
(unaudited)(1)......... $ 119 $ 185 $ 236 $ 238 $ 330 $ 549 $ 671
====== ====== ====== ====== ====== ====== ======

Pro forma diluted
earnings per share
(unaudited)(1)......... $ 0.01 $ 0.02 $ 0.02 $ 0.02 $ 0.03 $ 0.05 $ 0.06
Weighted average common
shares outstanding--
diluted................ 9,366 9,716 10,416 10,379 10,523 10,571 10,831
As a percentage of
revenues:
Revenues................ 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Operating expenses:
Project personnel and
related expenses...... 56.9% 50.5% 48.8% 48.5% 46.8% 42.4% 42.1%
Sales and marketing.... 6.6% 10.1% 14.5% 11.3% 16.6% 18.9% 17.1%
Recruiting, retention,
and training.......... 8.9% 9.7% 7.9% 8.2% 8.9% 8.4% 10.9%
Management and
administrative........ 19.8% 20.7% 18.3% 21.4% 17.0% 17.8% 17.3%
------ ------ ------ ------ ------ ------ ------
Total operating
expenses............... 92.2% 91.0% 89.5% 89.4% 89.3% 87.5% 87.5%
------ ------ ------ ------ ------ ------ ------
Operating income........ 7.8% 9.0% 10.5% 10.6% 10.7% 12.5% 12.6%
Interest income
(expense), net and
other.................. (0.2%) -- 0.4% 0.4% 0.6% 0.4% 0.5%
------ ------ ------ ------ ------ ------ ------
Income before income
taxes.................. 7.6% 9.0% 10.9% 11.0% 11.3% 12.9% 13.1%
Pro forma income tax
expense................ 3.1% 3.7% 4.4% 4.5% 4.5% 5.2% 5.3%
------ ------ ------ ------ ------ ------ ------
Pro forma net income.... 4.5% 5.3% 6.5% 6.5% 6.8% 7.7% 7.8%
====== ====== ====== ====== ====== ====== ======
</TABLE>

- --------
(1) During the four quarters ended December 31, 1998, we operated as a sub-
chapter S corporation under the Internal Revenue Code and in some of the
states in which we did business. As a result, our taxable earnings or loss
flowed through to our stockholders. The pro forma net income data assumes
that we were subject to income tax had we always operated as a C
corporation. In 1999, we were a C corporation; however, the conversion from
a sub-chapter S corporation to a C corporation resulted in a tax benefit
for accounting purposes due to the recording of deferred tax benefits,
increasing our earnings per share in certain quarters. The pro forma
earnings per share for the three quarters ended September 30, 1999 reflects
the earnings per share we would have reported without the one-time
conversion to a C corporation.

Historically, we have experienced our greatest sequential growth during the
first and second quarters. We typically experience significantly lower
sequential growth in the third and fourth quarters. We attribute this to the
budgeting cycles of our clients, most of whom have calendar-based fiscal years.
Our headcount and spending budgets in the first half of the year reflect this
anticipated increase in demand. If in any year

21
<PAGE>

our sequential growth in the first half is less than we anticipate, our results
of operations could be materially and adversely affected.

Liquidity and Capital Resources

Since our inception, we have funded our operations primarily through
internally generated funds and bank borrowings. Working capital is needed
primarily to fund project personnel and related expenses. Generally, we ask our
clients to pay 25% of our fixed fees in advance and we bill the remainder in
advance of performing the work. As of September 30, 1999, our accounts
receivable (less deferred revenue) equaled two days of sales outstanding;
however, since December 31, 1997, days of sales outstanding have been as high
as 41 days. We believe our current days of sales outstanding is unsustainably
low, and we expect it will rise going forward.

At September 30, 1999, we had cash and cash equivalents of $5.3 million.
This increased from $2.7 million at December 31, 1998, and $66,000 at December
31, 1997.

We have a $2.5 million line of credit with Citibank, N.A. which bears
interest at the prime rate, which was 8.25% at September 30, 1999. The line of
credit is secured by substantially all our assets. No amounts were outstanding
under the line of credit at December 31, 1998 or September 30, 1999.

Net cash provided by operating activities for the nine months ended
September 30, 1999 totaled $4.2 million compared to $3.7 million for the year
ended December 31,1998.

Net cash used in investing activities for the nine months ended September
30, 1999 totaled $807,000 for computers, purchased software, and property. Net
cash used in investing activities for 1998 was $741,000 for computers,
purchased software, and property. We expect our capital expenditure needs to
continue to grow as our business grows.

Net cash used in financing activities for the nine months ended September
30, 1999 totaled $926,000, consisting primarily of a distribution to
stockholders of $929,000 to enable them to pay income taxes on income
attributable to them as S corporation stockholders. Net cash used in financing
activities for the year ended December 31, 1998 totaled $325,000, consisting
primarily of principal payments of $300,000 on our line of credit.

We believe that our current cash and cash equivalents, available borrowing
under our line of credit, internally generated funds, and the proceeds of this
offering will be sufficient to meet our working capital and capital expenditure
requirements for the foreseeable future.

Recent Accounting Pronouncements

Effective January 1, 1998, we adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" (SFAS 130). SFAS 130
establishes new rules for the reporting and display of comprehensive income and
its components. Comprehensive income (loss) is the same as our net income
(loss). Accordingly, the adoption of SFAS 130 had no impact on our net income
(loss) or stockholders' equity.

Effective January 1, 1998, we adopted Statement of Financial Accounting
Standards No. 131, "Disclosures About Segments of an Enterprise and Related
Information" (SFAS 131). SFAS 131 requires public business enterprises to
report information about operating segments in annual financial statements and
requires those enterprises to report selected information about operating
segments in interim financial reports. The adoption of SFAS 131 did not affect
our results of operations or have a significant effect on our disclosures
because we continue to consider our business activities to be a single segment.

22
<PAGE>

Effective January 1, 1999, we adopted Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" (SFAS 133). SFAS 133 provides a comprehensive and consistent
standard for the recognition and measurement of derivatives and hedging
activities. It requires all derivatives to be recorded on the balance sheet at
fair value and establishes special accounting for the different types of
hedges. As we do not own derivative instruments and have not entered into
hedging transactions the adoption of SFAS 133 had no impact on our net income
(loss) or stockholders' equity.

Year 2000 Readiness

Many currently installed computer systems and software products are
designed to accept only two-digit entries to identify a year in the date code
field. Consequently, on January 1, 2000, many of these systems could
malfunction or fail because they may not be able to distinguish between
twentieth century dates and twenty-first century dates. Computer systems and
software may need to be upgraded to comply with "Year 2000" requirements.

Because we and our clients are dependent, to a very substantial degree,
upon the proper functioning of computer systems, a failure of these systems to
correctly recognize dates beyond January 1, 2000 would disrupt operations. We
may experience operational difficulties caused by undetected errors or defects
in our internal systems.

To address these issues, we have performed a Year 2000 assessment of our
critical hardware and software systems, and undergone contingency planning,
reviewing both our information technology systems and our non-information
technology systems. The providers of these systems have either confirmed to us
that these systems are Year 2000 compliant or have provided, or are expected to
provide, the information necessary for us to implement upgrades to make them
Year 2000 compliant. We have implemented upgrades and tested these systems as
part of our Year 2000 efforts. We have substantially completed all of our Year
2000 contingency plans. We believe the most reasonably likely worst case Year
2000 scenario is a temporary telecommunications failure which would impair
communications among our offices. We believe that such a disruption would not
have a material adverse effect on our operations. However, a prolonged
telecommunications failure beyond our control could have a material adverse
effect on our business, results of operations, and financial condition.

In addition, purchasing patterns of our clients and potential clients may
be affected by Year 2000 issues as companies expend significant resources to
correct their current systems for Year 2000 compliance before undertaking new
initiatives. We have held and continue to hold discussions with our clients
regarding their Year 2000 remediation plans. Based solely on discussions with
our clients to date, we do not believe that the Year 2000 problem will
materially impact the operations of our significant clients or their plans to
purchase our services.

Our standard client contract does not warrant Year 2000 compliance other
than the warranties provided by vendors of the software used in our solutions.
We have reviewed significant non-standard client contracts to determine our
exposure for failure to provide Year 2000 compliant solutions. We believe these
contracts do not present a material Year 2000 risk to us. Nevertheless, under
either contractual arrangement, we may become involved in disputes regarding
Year 2000 problems occurring in solutions we have developed or implemented or
arising from the interactions of our solutions with other software
applications.

23
<PAGE>

BUSINESS

Overview

Inforte is an eBusiness integrator, providing advanced technology
consulting and systems integration services that enable our clients to
capitalize on Internet-based technologies to transform their businesses. We
focus on helping our clients create, design, and implement end-to-end eBusiness
models, that integrate, through the use of the Internet, our clients' internal
operations and external business relationships with customers and suppliers. We
believe that our deep understanding of all aspects of eBusiness--including
strategy, customer experience design and management, business-to-consumer and
business-to-business electronic commerce, internal operations management, and
supply chain restructuring--enables us to enhance our clients' competitive
positions and to improve their operational efficiencies.

Our client base consists primarily of Fortune 1000 companies and includes
an increasing number of Internet-based, "dot.com" enterprises. Some of our
principal clients in the past year included Alcatel, Citibank, CompUSA,
Exp@nets, Gloss.com, Intuit, Monsanto, Primedia, R.R. Donnelley, and Sun
Microsystems. Our proprietary approach to planning and delivering projects,
Velocity to Value, helps to ensure that we deliver projects on time and within
budget. We believe that this approach, coupled with our business vision and
technology skills, has enabled us to achieve 100% referenceability among the
over 120 clients served since our inception, meaning that each client would
provide a positive reference.

We have grown rapidly since our inception in September 1993. To date, our
revenue has at least doubled each year, and all of our growth has been
internally generated. As of September 30, 1999, we employed 228 people in our
offices in Chicago, Dallas, Los Angeles, and San Francisco. Reflecting the
importance we place on employee motivation and ownership, each of our employees
is a stock or option holder.

Industry Background

Widespread acceptance of the Internet has created numerous opportunities
for companies seeking growth and increased efficiencies in highly competitive
and rapidly changing markets. As a result, many senior executives now rank the
development and execution of an Internet strategy among their highest corporate
priorities.

When the Internet first emerged, companies used the Internet in ways they
had previously used traditional print media, creating web sites to display
information about their products and services. As more and more customers began
to use the Internet, companies responded by making their web sites interactive,
offering customers the ability to order a product or service via the Internet.
As companies became convinced of the value of interacting with customers
through the Internet, they extended similar functionality to suppliers.

Today, companies recognize that the Internet enables powerful
functionality, well beyond simple displays of information and order processing.
As a result, a growing number of companies today seek much more advanced
Internet applications that are able to electronically link every part of their
business together with their customers and suppliers. In addition, with
competitors now only a click away, organizations are seeking to differentiate
themselves by providing premier experiences for their customers with web sites
that are easy to use and offer personalized service. These solutions also
enable "dot.com" enterprises to create new online business models, thereby
avoiding the need to make substantial investments in bricks and mortar.

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<PAGE>

Although companies are eager to capture the opportunities presented by the
Internet, the analysis, design, and implementation of an effective Internet
solution requires special skills and expertise which many companies do not
possess. These special skills include the ability to (1) assess the strategic
implications of the Internet for a business, (2) integrate new online business
processes with existing transaction processing capabilities, (3) develop
creative initiatives for brand, content, and user experience, and (4) implement
the advanced technology required to support these solutions.

The availability of high quality professionals experienced in creating,
implementing, and integrating advanced Internet solutions is highly limited,
making the market extremely competitive for these individuals. It is often
inefficient and difficult for companies seeking to implement their own advanced
solutions to hire, train, and retain in-house personnel. As a result, an
increasing number of businesses, from start-ups to Fortune 1000 companies,
engage Internet professional services firms to help them design and implement
these solutions. Accordingly, the worldwide market for professional Internet
services is projected to grow dramatically. International Data Corp. estimates
that this market will grow ten-fold from $7.8 billion in 1998 to $78.6 billion
in 2003, representing a compound annual growth rate of approximately 59%.

The Inforte Solution

We provide advanced technology consulting and systems integration services
that enable our clients to create and deploy end-to-end eBusiness solutions.
Key elements of the Inforte solution include:

End-to-End eBusiness Integration. We focus on providing clients "end-to-
end" eBusiness solutions. Our solutions encompass all aspects of eBusiness,
including, strategy, customer experience design and management, business-to-
consumer and business-to-business electronic commerce, internal operations
management, and supply chain restructuring. These solutions enable clients to
use Internet based technologies to enhance their competitive positions and to
improve their operational efficiencies. We believe that we are one of the few
professional services firms that possess all the skills necessary to offer end-
to-end eBusiness solutions.

Advanced Technological Skills. We identify and use advanced technology to
implement transformational solutions for our clients. Our solutions typically
integrate our client's core transaction processing systems, and often extend
beyond their organization to include systems from their customers, suppliers,
and business partners. We have extensive experience implementing applications
from leading software vendors, such as Concur, Microsoft, Siebel, and Vignette.
We believe that our experience implementing these applications and deploying
enterprise-wide systems gives our consultants deep functional skills and
insights into a wide range of business processes. Additionally, many of our
software partners are also customers of ours, engaging us to deploy solutions
in their internal environments and develop solutions that integrate their
products with products of other software vendors. To continuously maintain
advanced technological skills among our consultants, we have a group of
individuals whose sole purpose is to capture, organize, and disseminate our
knowledge capital internally.

Velocity to Value (V2V). Velocity to Value (V2V) is our comprehensive
delivery methodology that aligns us with our clients on project scope, and
facilities our ability to deliver our projects on time and within budget. V2V
includes both a core delivery methodology and a surrounding set of processes
for project governance, risk management, and management oversight. Using V2V,
we structure and price projects in multiple, shorter phases, as opposed to one
long project, thereby delivering functionality to our clients more quickly.
This allows our clients to more successfully compete given the accelerated
business pace caused by the Internet. We believe that the success of our V2V
approach is demonstrated by our high client satisfaction and 100% client
referenceability, and our ratio of project costs to revenue which is among the
best in the industry.

25
<PAGE>

Collaborative Client Involvement. We believe our solutions are successful
because they are developed in collaboration with our clients. Because the
ultimate success of any project will depend upon the client's ability to
effectively operate and support the related systems and technology on an on-
going basis, our co-management approach is designed to include substantial
client participation in all phases of the project. This allows the client to
have a thorough understanding of what has been done, how it was completed, and
why it was performed. We believe our co-management philosophy differs from that
of many service providers, who limit the client's role in project delivery.
Additionally, we encourage our clients to use our web sites eStrategy.com and
inforte.com, which contain information and ideas to inspire our clients'
thinking about new ways to use the Internet to enable eBusiness. We believe our
collaborative knowledge transfer philosophy has contributed to consistently
high project success rates, and client satisfaction and referenceability.

Inforte Strategy

Our strategy is to continue to capitalize on eBusiness opportunities. We
intend to expand our relationships with existing clients and to develop
relationships with additional Fortune 1000 companies and emerging "dot.com"
enterprises. The following are the key elements of our strategy:

Maintain Advanced Solution Focus. We focus on providing clients advanced
solutions that employ leading-edge technologies. We believe that this focus has
enabled us to establish Inforte today as a leading provider of solutions for
end-to-end eBusiness models. We will continue to seek to identify early
technology trends and work closely with the providers of leading-edge
technology so that we can offer our clients the most advanced eBusiness
solutions available. We expect this to enhance our ability to generate new and
additional assignments from existing and new clients, to achieve high margins,
to maintain our position of technological leadership, and to provide
challenging assignments to our employees.

Ensure Continued Client Satisfaction and Referenceability. We strive to
ensure high client satisfaction. Since our inception, we have provided services
to over 120 clients and we believe we have 100% client referenceability. We
will continue to survey clients each quarter to assess their satisfaction, and
we will continue to link management compensation to these results. We believe
that maintaining 100% referenceability is a distinct advantage when competing
for new clients, gaining follow-on business from current clients, and
attracting new employees.

Continue to Attract High Quality Personnel. Our advanced solution focus
requires that we retain highly motivated, intelligent people of exceptional
quality. We believe the best way to continue to attract and retain highly
qualified personnel is to provide an intellectually challenging environment,
compensation equal to or better than our competitors, and a strong corporate
culture. Additionally, we will continue to focus on our sophisticated
recruiting, retention, and career development processes that have resulted in
ratios for internal employee referrals, offers-to-acceptances, and voluntary
turnover that we believe to be among the best in the industry.

Continue Superior External and Internal Business Execution. We consider
technology consulting to be primarily an execution business. We therefore run
our business with a rigorous process mentality, and we intend to continue
emphasizing and improving on our delivery expertise, knowledge management, and
other internal processes to compete effectively in the future. We will continue
to enhance our V2V delivery methodology and its surrounding set of processes.
We consider our internal infrastructure to be advanced for a company of our
size. We will continue to refine these systems and processes, which include
our:

. 11-stage sales and marketing methodology;

. formal measurement of client satisfaction;

26
<PAGE>

. recruiting, referral, and employee satisfaction programs;

. web-based intranet, which we call Inforte Knowledge Platform;

. regional office-opening process; and

. metrics-focused operational management.

Inforte Services

We work with our clients to determine how they can best design and
implement eBusiness solutions to effectively capitalize on Internet
technologies. In most client engagements, our Strategic Services Group first
develops an eStrategy, which is the overall plan for using advanced Internet-
based technologies to integrate the client's internal operations and external
relationships with customers and suppliers. After defining the eStrategy, our
two other practice groups create, design, and implement the solution. Our
Customer Experience Management Group focuses on customer-facing processes and
technologies, and our Strategic Operations Management Group focuses on internal
and supplier-facing processes and technologies. All three service groups often
work together to provide effective end-to-end eBusiness solutions for our
clients.

All of our projects are governed by V2V, our project-delivery methodology.
We structure and price our projects in shorter, multiple phases, to ensure that
each phase meets the client's business objectives. Strategic Services Group
engagements typically last 30 to 60 days, depending on scope. Customer
Experience Management and Strategic Operations Management projects generally
last three to nine months, with significant functionality typically delivered
every three months.

Strategic Services Group

In an eStrategy project, our Strategic Services Group applies its deep
understanding of business processes and advanced Internet solutions to define
the client's strategy for using Internet-based technologies to transform its
business model. A team of experienced strategy consultants works closely with
the client's senior executives to work through strategic scenarios, provide
recommendations, and specify how to implement the agreed-upon approach.

The results of an eStrategy define the projects necessary to implement
Internet-based solutions. Our Strategic Services Group also identifies
significant changes needed in the client's structure, business processes, and
external relationships with suppliers and partners and makes recommendations
for implementing the changes while minimizing disruptions to the client's
existing business.

Customer Experience Management Group

Expanding upon our expertise in traditional Customer Relationship
Management and related technologies, our Customer Experience Management Group
delivers solutions that not only enhance our clients' information about their
customers, but also enrich and personalize the customers' online experience.
Our project teams work closely with the client's senior sales, service,
marketing, and technology executives to design new business processes, design
technical systems architecture, customize software applications from third-
party vendors, and implement the solutions.

Our Customer Experience Management Group delivers the following types of
solutions:

. business process design in the areas of electronic commerce, sales,
service, and marketing;

. web sites for selling to or servicing customers;

. online communities so that customers with similar interests may interact
with each other;

27
<PAGE>

. Internet-based processes and technologies facilitating brand-building,
customer experience design, tailored marketing strategies, personalized
interaction with customers, and the tracking of all customer
interactions; and

. Internet-based and other software platforms required to link all sales,
service, and marketing channels to provide an integrated profile of all
the ways a customer interacts with a business.

Strategic Operations Management Group

Our Strategic Operations Management Group focuses on projects aimed at
helping our clients use Internet technologies to improve internal
communications and business processes and to provide closer external links to
suppliers. This improves the coordination of product ordering and fulfillment
process.

Our Strategic Operations Management practice area delivers the following
types of Internet-based solutions for clients:

. business process design along the supply chain, which includes
fulfillment, logistics, transportation, and warehouse management;

. employee self-service for goods and services, including corporate
travel, benefits administration, time reporting, and expense management;

. trading exchanges, often referred to as "hubs", that provide a central
location for organizations to trade with each other, to quickly access
information about logistics, and to automate inter-company transactions;
and

. linking of fulfillment, supplier, logistics, and transportation and
warehouse operations to the sales and service operations of the business
in real-time.

Velocity to Value (V2V) -- Inforte's Delivery Approach

Velocity to Value is our comprehensive delivery methodology for planning
and delivering projects that aligns us with our clients on project scope, and
facilitates our ability to deliver our projects on time and within budget. V2V
includes both a core delivery methodology and a surrounding set of processes
for project governance, risk management, and management oversight. These
processes include:

. mandatory meetings of steering committees;

. project teams comprised of executive representatives from our company,
our client, and participating software vendors;

. project risk logs;

. weekly risk management assessments;

. quality assurance reviews; and

. bi-monthly project efficiency reporting.

Using V2V, we structure and price projects in multiple, shorter phases, as
opposed to one long project, thereby enabling us to deliver functionality to
our clients more quickly. We believe this approach lessens project risk for us
and for the client, as there is quick validation of whether the project is
meeting the client's objectives. As a result of these multiple, shorter phases,
we have more opportunities to detect and correct any misalignment of client
expectations, compared with a longer project where the misalignment may not be
noticed until the end of the project.

28
<PAGE>

We believe that adherence to these processes has provided us with superior
project management capabilities and that our high client satisfaction and our
low ratio of project costs to revenue demonstrate our abilities to successfully
structure and deliver fixed-fee projects on time and within budget.

Our V2V methodology focuses on the following three phases:

Discovery. During the discovery phase, a multi-disciplinary team, comprised
of our consultants, client and their business partners, identifies the
project's scope and business requirements. The business requirements encompass
all aspects of the solution, including interactive marketing and branding,
customer experience design, customer and supplier integration, and technology
and infrastructure needs. Once the requirements and their corresponding
benefits are clearly understood, we work with the client to build and assess
solution alternatives that will be included in a high-level conceptual design.
To ensure that our client receives value quickly, we integrate the conceptual
design with what we call a success plan to identify the factors that will lead
or impede the project's success.

Design. During the design phase, we convert success plans and conceptual
designs into detailed specifications. We design and prototype the interactive
marketing approaches and customer experience components of the solution. In
conjunction with the creative aspects of the design, we execute technical tasks
to define specifications of required data, business processes, application
architecture, and solutions infrastructure. We also prototype key technology
decisions to ensure that the overall architecture will be stable, scalable, and
flexible enough to support the client's future business needs and transaction
volumes.

Implementation. During the implementation phase we address all aspects of
solution construction, implementation, and production rollout. We encourage the
use of pilot implementations and incremental functional releases, as it reduces
misalignment of client expectations and delivers functionality to our clients
more quickly. During this implementation phase we:

. design customer experiences and creative content;

. configure and customize third-party software applications;

. program and test customized source code, including integration links
with other customer and business partner systems, and develop test data
and data transfer programs and procedures;

. roll-out and refine the interactive marketing campaign; and

. train client and business partner personnel to use and manage the
solution.

Because our clients collaborate with us throughout our projects, they learn
how to use and manage the solutions during the course of our engagement. As a
result, we generally are able to effectively transition product support to the
client within a month after completing the implementation phase.

Clients

We focus on clients who want to transform their businesses by applying end-
to-end eBusiness solutions. We primarily target Fortune 1000 companies, and an
increasing number of "dot.com" enterprises. Since our inception, we have
performed engagements for more than 120 clients.

29
<PAGE>

Our principal clients during the last 12 months included the following
companies:

Alcatel Intuit
BAX Global Monsanto
Citibank Primedia
CompUSA ProBusiness
Credit Union National Association (CUNA) Mutual
Quaker Oats
Cummins Engine Republic Mortgage Insurance
Exp@nets Corp.
Fluor Rockwell
Gloss.com R.R. Donnelley
Harris Bank Scudder Kemper
Sun Microsystems

The number of customers from whom we have generated $1 million or more of
annual revenue has increased from one in 1997, to three in 1998, to seven in
the first nine months of 1999. In 1998, we did not have any customers who
accounted for more than 10% of revenue. In the first nine months of 1999, Sun
Microsystems accounted for 11% of revenue and ProBusiness accounted for 10% of
revenue.

Client Case Studies

The following case studies illustrate the way in which we help our clients
design and implement end-to-end eBusiness solutions to enhance their
competitive positions.

BAX Global--Business-to-Business Trading Exchange Solution

Client: BAX Global, a $1.8 billion global transportation and supply chain
management company, offers multi-modal freight forwarding to business-to-
business shippers worldwide.

Strategic Imperative: In a competitive industry, BAX Global needs to
maintain its strong position by continually adding flexible, value-added
shipping services--and by using the Internet's inherent ability to facilitate
location-independent, business-to-business electronic commerce. BAX Global
wanted to develop a new offering for food service distributors wanting to
quickly supply fresh seafood to their customers across the United States,
which was difficult because of the highly perishable nature of seafood and its
constant price volatility.

Inforte Solution: We helped BAX Global create a business-to-business
Internet trading exchange, BAXMart.com, that allows seafood suppliers and
distributors to sell seafood in real-time, delivered nationwide within 24
hours. Following our Velocity to Value methodology, a multi-disciplinary
project team, including client personnel and representatives from seafood
suppliers and distributors was able to deploy the first pilot within eight
weeks of project initiation. The rapid implementation of this solution enabled
BAX Global to build increased loyalty with its seafood distributors, to become
the end-to-end logistics company for a larger number of seafood distributors,
and to gain significant competitive differentiation through this value-added
service.

The BAXMart.com Internet trading exchange operates as follows:

. Fresh seafood suppliers display their daily inventories on the Internet,
using information they receive from fishing boats at sea. As customers
buy the seafood, BAXMart.com updates available inventories in real time.
When a supplier makes a sale, an electronic message is sent directly
from the supplier to the BAX Global shipping terminal, notifying it of
the required delivery and facilitating prompt shipping.

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<PAGE>

. Food distributors throughout the United States can place sales orders
for seafood products from any location with Internet access. Since
supplier inventories are managed in real-time, distributors can check
for immediate availability and pricing, including sales tax and
distribution costs to their own location. They can also tell BAX Global
to deliver product orders to their normal distribution house or directly
to the food service customer overnight, an innovative service for fresh
seafood delivery.

Gloss.com--Business-to-Consumer Electronic Commerce Solution

Client: A new venture, Gloss.com is one of the first on-line beauty web
sites founded by beauty industry insiders.

Strategic Imperative: Gloss.com planned to establish itself in the online
beauty market by providing customers with the best beauty information,
products, and service through exclusive product offerings and an online beauty
magazine. In addition to creative design, Gloss.com needed to successfully
manage product distribution with a seamless order management, inventory,
accounting, and customer information system.

Inforte Solution: Gloss.com selected Inforte based on its knowledge of end-
to-end eBusiness solutions and its record of delivering them within aggressive
timeframes. We deployed the eCommerce business and technical components of the
solution, integrating with software from Blue Martini for merchandising and
store management, PeopleSoft for order management and financials, and third-
party systems for warehouse management. Our solution helped Gloss.com to
accomplish the following:

. seamless communication of order information between customer and
warehouse, providing stock management, shipping data, real-time product
availability information, and order status updates to customer service
personnel;

. processing of financial information through the system, to include: the
transfer of credit card information directly to accounts receivable, the
logging of accounting and billing data; and the tracking of sales
figures by vendor and stock keeping units for efficient and timely
inventory control; and

. a personalized online buying experience, conveying a department store
feel, with each brand retaining its own identity and "shelf space."

A fourth quarter launch in 1999 was critical to the site's success due to
the high volume of cosmetics and fragrances sold during the holiday season and
due to Gloss.com's extensive advertising campaign, which was intended to drive
traffic to the web site during this period. Using its Velocity to Value
methodology, Inforte delivered the solution within an ambitious 13-week
schedule, resulting in a successful launch of the web site.

Intuit--Customer Experience Management Solution

Client: Intuit is the leading provider of personal finance and small
business software, selling products such as Quicken, QuickBooks, and Turbo Tax.

Strategic Imperative: Intuit's vision is to leverage the market-leading
position of its application software, by enhancing and adding online services
to become the preferred partner to individuals and small businesses for
financial services.

Inforte Solution: We are helping Intuit enhance Quicken.com and
QuickBooks.com to include online services such as payroll, to add the ability
to tailor each customer's experience, and to offer greater levels of customer
service.

Intuit selected us based on our understanding of integrated customer
management and business-to-business and business-to-consumer electronic
commerce solutions. Our eStrategy team

31
<PAGE>

worked with our Customer Experience Management experts to customize and deploy
Intuit"s enterprise-wide applications to meet the following solution
requirements:

. Intuit needed enterprise-wide applications for sales, marketing, and
service, together with an approach that makes all customer information
available regardless of whether the customer contacts Intuit over the
phone or on the web. We are working with Intuit to add customer self-
service to Intuit's web properties, so that customers can access and
modify their own information without assistance from a customer service
representative. We also are working with Intuit to add call center
support for customers needing further assistance.

. Intuit needed a design that supported both business-to-business and
business-to-consumer operations to handle both small business and
individual customers. We are helping Intuit create highly personalized
web interactions for each customer based on that customer"s information
and their customer segment. Our solution will recognize the different
support needs of each segment, while maximizing profitability to Intuit
across each customer segment.

We will implement phase one of the solution at year-end in time for the
small business financial reporting season, with other functional components
phasing in on a predetermined schedule in accordance with our V2V methodology.
Our V2V project governance processes and phasing approach will allow Intuit to
revamp its strategy and systems for customer management and web services in
approximately four months.

Primedia--Business-to-Business Electronic Commerce Solution

Client: Primedia is a billion-dollar provider of specialized information
for targeted audiences in the education, business and special interest consumer
markets. One of its subsidiaries, Bacon's Information, provides a wide range of
information and assistance for anyone needing to research, contact, or monitor
the media.

Strategic imperative: Bacon's distributed its traditional information
offerings on CD-ROM, meaning that customers could not receive updated data
until Bacon's shipped the next product release. Also, Bacon's clients could not
add their own contact and media information to Bacon's data. Bacon's needed to
migrate these products to the Internet, before new Internet-based competitors
emerged.

Inforte Solution: Bacon's selected us on the basis of our demonstrated
experience with other information services clients, coupled with our eBusiness
vision and deployment capabilities. We enabled Bacon's to make its products
available to its customers through an extranet, allowing authorized customers
to access information over a password-protected Internet site. The solution
helped Bacon"s to accomplish the following:

. Strengthen its competitive position through a product that offers
immediate access to updated information and greater functionality,
thereby creating a better customer experience and increasing loyalty.

. Reduce distribution costs by making the product completely available
over the Internet. In addition, the new offering reduces customer
service costs since its browser-based solution does not include
traditional installation processes and the associated technical support.

Following the initial implementation, we were engaged by Bacon's on
subsequent releases of these products.

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<PAGE>

Sales and Marketing

We market with a team-selling approach that combines dedicated sales
professionals from our practice development and client development
organizations with our senior delivery executives. We believe our team model is
superior to a traditional professional services sales model where one
individual must manage the sales process in addition to providing the services.
Our practice development organization focuses on selling to new customers,
while our client development organization focuses on maintaining and extending
relationships with existing customers.

We use a proprietary sales and marketing methodology, which we call SAMM,
to capture detailed information on sales opportunities. SAMM is based on an
enterprise relationship management system that we have heavily customized to
track potential contracts at each of the 11 stages of our sales cycle. We
project revenue based on a probability analysis of each sales opportunity,
allowing us to manage continually our hiring needs and spending plans.

Our market development efforts are designed to build Inforte's brand name
and recognition in the marketplace. Our activities include seminars and
briefings that target corporate executives, public speaking opportunities,
attendance at industry conferences, regular meetings with market analysts,
public relations programs, electronic brochures, and use of our web site
properties, such as inforte.com and eStrategy.com.

We complement our internal sales and marketing processes with selected
formalized industry alliances. We receive leads from a number of leading
software vendors with whom we have relationships, including Blue Martini,
Concur, Genesys, i2, Microsoft, Siebel, and Vignette. We continually search for
potential new software partners, and expect to add new relationships from time
to time, as well as work with other software vendors with whom we do not have a
formalized relationship.

People & Culture

We have grown from 26 people at the end of 1996, 63 people at the end of
1997, 122 people at the end of 1998, to 228 employees as of September 30, 1999.
Of these, 180 were consultants, 15 were in sales and marketing, including nine
quota-based sales personnel, 11 were in human resources, and 22 were management
or administrative personnel. None of our employees is represented by a labor
union, and we believe our employee relations are excellent.

We consider our culture to be rewarding and fun. We think our culture is a
key reason we are able to attract high quality employees despite the tight
labor market. We have sophisticated recruiting, retention, and career
development processes that have resulted in ratios for internal employee
referrals, offers-to-acceptances, and voluntary turnover that we believe are
all among the best in the industry. All employees receive stock options when
they join us, as we believe that equity ownership is an important component of
employee motivation and compensation.

Core Values. We have defined our core values to be:

. Integrity. We must always make honorable decisions with regard to our
clients and employees.

. Meritocracy. Employees advance at our company based strictly on their
own merit. We regularly provide verbal and written feedback and coaching
on employee performance.

. Growth. We believe a high-growth environment is more stimulating and
results in more opportunity for our company and our employees. We assist
and encourage our employees to grow as their careers develop.

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<PAGE>

. Focus. We focus on our strengths, and we stick to them. We therefore
focus on accepting projects where we can deliver advanced solutions on
time and within budget.

. Customer service. Our success results from our clients, and we will do
all that we can to serve them. We will measure client satisfaction and
strive to maintain 100% client referenceability.

We consider adherence to these principles to be critical to our long-term
success. We reinforce these principles regularly in our recruiting process,
training schools, company meetings, and internal communications.

Recruiting. During 1999, 70% of our new hires came to us through referrals
from our existing employees. We believe our strong culture results in our
employees actively encouraging their friends and former co-workers to join us.
We also believe that our strong referral program, which includes a referral
bonus system, increases the quality of our recruiting while lowering recruiting
costs. We supplement our employee referral program with Internet-based
recruiting, direct sourcing, campus hiring, and the limited use of professional
search firms.

Retention. We believe that our voluntary turnover rate is among the best in
the industry, at less than one-half of the industry average. We believe our
work environment promotes the retention of our employees because it:

. exposes them to the most advanced technologies and solutions;

. allows them to work with highly intelligent and motivated people;

. teaches them industry-best project delivery skills;

. addresses their concerns, such as excessive travel;

. provides personal satisfaction due to our high rate of client
satisfaction;

. offers enjoyable social activities; and

. ties our executive officers' bonuses to retention.

In addition, our employees receive written feedback on their individual
performance three times each year. Our employees also meet regularly with their
career coach, a senior person within our company who reviews the employee's
progress and jointly helps the employee develop career goals and objectives.
Coaches also convey informal feedback outside of the employee's immediate
project activities.

Many companies experience an increase in turnover after going public. It is
possible that we may experience a similar increase.

Learning. All new hires undergo initial training at our Chicago
headquarters learning our culture and business methods and participating in
simulated client engagements. We believe this training is crucial to instilling
a unified culture throughout our organization. We supplement this initial
training with other sessions, including project management, and with training
on business skills such as effective presentations and client interviewing. Our
employees also participate in training classes provided by software partners
and in self-study courses on specific technical topics.

Compensation Philosophy. We have structured our compensation program to
attract and retain highly skilled professionals by offering competitive base
salaries with annual bonus opportunities. We pay additional, substantial
bonuses for sales referrals, employee referrals, and completion of training
certifications. Some executives and practice development employees are eligible
for quarterly bonuses based on corporate and personal performance. Each
employee receives stock options when they join us, with additional options
possible based upon performance.

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<PAGE>

Competition

We compete in the Internet professional services market, which is
relatively new and highly competitive. We expect competition to intensify as
the market evolves. We believe that our competitors fall into several
categories, including the following:

. Internet consulting firms and online agencies who offer varying
combinations of creative design and technology skills, such as
AGENCY.COM, iXL, Proxicom, Razorfish, Scient, USWeb/CKS, US Interactive,
and Viant;

. other technology consulting firms such as Cambridge Technology Partners,
eLoyalty, and Sapient;

. Andersen Consulting and the consulting arms of the Big Five accounting
firms;

. large systems integration or outsourcing firms such as Computer
Sciences, EDS, and IBM;

. strategy consulting firms, such as Bain, Booz.Allen & Hamilton, Boston
Consulting Group, Diamond Technology Partners, and McKinsey;

. professional services divisions of software application vendors; and

. internal information technology departments of current and potential
clients.

In addition, many of our competitors have longer operating histories,
larger client bases, longer relationships with clients, greater brand or name
recognition, and significantly greater financial, technical, marketing, and
public relations resources than us.

We believe that only a few of our competitors possess all of the skills
necessary to offer end-to-end eBusiness solutions. We expect, however, that
many of these competitors will evolve their service offerings over time to more
closely match our current capabilities. We believe that the principal
competitive factors in the Internet professional services market are: a
strategy offering, a complete Internet integration model that integrates the
customer experience with the supply chain, a proven record of project delivery,
and customer referenceability. We believe that our service offerings allow us
to compete favorably in all of the above areas.

There are relatively low barriers to entry into the Internet professional
services market. Existing or future competitors may develop or offer services
that are comparable or superior to ours at a lower price, which could have a
material adverse effect on our business, financial condition, and results of
operations.

Facilities

Our headquarters are located in 33,065 of square feet of leased office
space in Chicago, Illinois. Our senior management, national sales, marketing,
human resources, and administrative personnel, as well as the Chicago-based
consultants use this facility. The lease term expires on December 31, 2005,
with no option to renew. We have regional offices that are used by regional
management, sales, and recruiting personnel, as well as consultants residing in
the region. We lease 3,139 of square feet of office space in Newport Beach,
California. This lease term expires on May 31, 2000, with a one- to three-year
renewal option. We have also entered into short-term leases for professional
office space in San Mateo, California and Irving, Texas.

Legal Proceedings

From time to time, we may be involved in litigation incidental to the
conduct of its business. To date, we have never been a party to any material
legal proceedings.

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<PAGE>

MANAGEMENT

Executive Officers and Directors

Our executive officers and directors as of the date of this prospectus are
as follows:

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Philip S. Bligh............ 32 President, Chief Executive Officer, and Chairman
Stephen C.P. Mack.......... 34 Chief Operating Officer and Director
Nick Padgett............... 33 Chief Financial Officer and Director
Ronald G. Meyer............ 33 Vice President, Client Development
</TABLE>

Philip S. Bligh co-founded Inforte and has served as Chairman of the board
of directors of Inforte since inception in September 1993. Mr. Bligh also
currently serves as President and Chief Executive Officer. Before founding
Inforte, Mr. Bligh served in various technology consulting roles for Andersen
Consulting from October 1988 to February 1991 and as a project manager for
Systems Software Associates, an enterprise software provider, from April 1991
through Inforte's founding. Mr. Bligh holds a BS in chemical engineering from
University College London, England and serves as an adjunct professor in
management at DePaul University's Kellstadt Graduate School of Business.

Stephen C.P. Mack joined Inforte in October 1994 and has served as a
director since that time. Mr. Mack is currently Inforte's Chief Operating
Officer, overseeing the consulting organization. Before joining Inforte, from
February 1988 to October 1994, Mr. Mack worked at Andersen Consulting, where he
was, most recently, a project manager responsible for the design and
implementation of enterprise-wide operational and decision support systems for
large, multinational corporations. Mr. Mack holds a Master's degree in
engineering and management from the University of Birmingham, England.

Nick Padgett has served as Inforte's Chief Financial Officer since December
1997. Mr. Padgett has been a Director of Inforte since its founding in
September 1993. Before joining Inforte, Mr. Padgett served as an equity
research analyst for William Blair & Company, from August 1994 to December
1997. Before William Blair, Mr. Padgett served in various technology consulting
roles for Andersen Consulting from June 1988 to September 1992. Mr. Padgett
holds an MBA from the Amos Tuck School of Business Administration at Dartmouth
College and a BS in computer science from Western Illinois University.

Ronald G. Meyer joined Inforte in November 1995 and has served in various
senior management roles. Currently, Mr. Meyer is Vice President of Client
Development, responsible for maintaining and extending Inforte's relationships
with existing clients. Before joining Inforte, Mr. Meyer served as a product
development manager for Computer Associates' warehouse management and logistics
solutions from November 1993 to October 1995. Before Computer Associates, from
June 1988 to November 1993, Mr. Meyer worked at Andersen Consulting, most
recently as a project manager. Mr. Meyer holds a BS in computer science from
Western Illinois University.

Key Employees

We have many other key employees. A partial listing, consisting of the
heads of our major functional areas and our practice areas, follows:

Philip Clement (age 33) has served as Inforte's Vice President of Market
Development since March 1997. Before joining Inforte, from June 1993 through
November 1996, Mr. Clement was vice president of business development for
Wizdom Systems, a provider of process design and data modeling software. Mr.
Clement holds masters degrees in business administration and in public policy
analysis from the University of Chicago and a BA in anthropology from the
University of Southern California.

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<PAGE>

Daniel Gathof (age 32) has served as Inforte's Vice President of Human
Resources since June 1998. Mr. Gathof joined Inforte from Deloitte and Touche,
where he served as a director of experienced hire recruiting from June 1996 to
June 1998. Before Deloitte and Touche, Mr. Gathof served as a director of human
resources at SHL Systemhouse from September 1992 to June 1996. Mr. Gathof
worked in various human resources roles with Andersen Consulting from August
1989 to September 1992. Mr. Gathof holds a BA in political science from Knox
College.

Richard Miller (age 33) joined Inforte in April 1998 and has served in
various senior delivery and management roles. Currently, Mr. Miller is Vice
President of Regions. In this capacity, Mr. Miller is responsible for ensuring
consistency in recruiting, sales, and delivery across all geographies, and for
overseeing regional expansion. Before joining Inforte, Mr. Miller worked as a
management consultant from June 1996 to April 1998 at Arthur Andersen and from
June 1994 to June 1996 at Ernst & Young. Prior to his consulting experience,
Mr. Miller held various finance and internal consulting positions from May 1989
to September 1992 with First Interstate Bank. Mr. Miller has a BS in finance
from California State, Long Beach and a MBA from Indiana University.

Frank Suljic (age 33) has served as Inforte's Vice President of Practice
Development since June 1997. Before joining Inforte, Mr. Suljic served from
April 1996 to June 1997 as a vice president of business development for
IndeNET, a distributor of satellite-based television media, where he was
responsible for sales, marketing, and consumer services. Prior to IndeNET, Mr.
Suljic co-founded Paradigm Research Inc., a boutique management consulting
firm, in June 1994 and served as a partner and vice president of business
development until April 1996. Before Paradigm, Mr. Suljic was a client account
executive at IBM from December 1989 to June 1994. Mr. Suljic holds an MBA from
the University of Chicago and a BS in industrial engineering from the
University of Wisconsin-Madison.

David Sutton (age 36) has served as Inforte's Vice President of the
Strategic Services Group since September 1999. In this capacity, Mr. Sutton
leads Inforte's management consulting practices. Before joining Inforte, Mr.
Sutton was a vice president at Computer Sciences Corporation (CSC), serving in
the CSC Index management consulting unit there from September 1994 to September
1999. Prior to CSC, Mr. Sutton served in various management consulting roles
with GRC International from May 1987 to August 1994, Booz.Allen & Hamilton from
January 1986 to May 1987, and BDM International from January 1994 to January
1996. Mr. Sutton holds an MBA from George Washington University and a BS in
computer science engineering from the University of Virginia.

Douglas Turk (age 30) joined Inforte in June 1997 and has served in various
senior management roles. Currently, Mr. Turk is Vice President of Customer
Experience Management, with overall management responsibility for this practice
area. Before joining Inforte, Mr. Turk co-founded Reservations On-Line, an e-
commerce company that provided technology solutions for the distribution of
reservations and tickets, and served as director of operations there from
January 1996 to March 1997. Prior to Reservations On-Line, Mr. Turk served as a
business analyst and team leader at EDS from May 1992 to June 1994. Before EDS,
Mr. Turk served as an accountant with Wortzman Company from June 1991 to April
1992. Mr. Turk holds JD and MBA degrees from DePaul University and a BS in
business administration from John Carroll University.

Darius Vaskelis (age 30) joined Inforte in August 1997, and has served in
various senior delivery and management roles. Currently, Mr. Vaskelis is Vice
President of Strategic Operations Management, with overall management
responsibility for this practice area. Before joining Inforte, Mr. Vaskelis
served from July 1994 to August 1997 as director of information systems at
Hospitality Resources Incorporated. Before Hospitality Resources Incorporated,
Mr. Vaskelis served as networking manager at Lakeview Technology from March
1994 to July 1994. Prior to this, Mr. Vaskelis worked from January 1993 to
March 1994 at the University of Illinois Hospital & Clinics as a systems
integration specialist. From February 1990 to January 1993 Mr. Vaskelis served
as

37
<PAGE>

technical and marketing support specialist with IBM. Mr. Vaskelis holds a BA in
political science from University of Illinois at Chicago.

Board Composition

We currently have three directors. Following the offering, two independent
directors will be added to our board of directors and we will have five
directors. Upon the completion of the offering, the terms of office of the
members of the board of directors will be divided into three classes, with each
class consisting, as nearly as possible, of one-third of the total number of
directors. The term of office of the first class will expire at the first
annual meeting of stockholders, the term of office of the second class will
expire at the second annual meeting of stockholders, and the term of office of
the third class will expire at the third annual meeting of stockholders. At
each annual meeting of stockholders after the initial classification, the
successors to directors whose terms will then expire will be elected to serve
from the time of election and qualification until the third annual meeting
following election. In addition, the authorized number of directors may be
changed only by resolution of the board of directors or the affirmative vote of
66 2/3% of our outstanding voting stock, and a reduction of the authorized
number of directors will not remove any director before that director's term of
office expires. Board vacancies resulting from any increase in the size of the
board of directors can only be filled by a majority of directors then in
office. As a result of any increase in the number of directors, any additional
directorships will be distributed among the three classes, so that, as nearly
as possible, each class will consist of one-third of the total number of
directors. This classification of the board of directors may have the effect of
delaying or preventing changes in control or management of Inforte.

Board Committees

Following the offering, the board of directors intends to appoint an audit
committee and a compensation committee. Our independent directors will serve as
the members of these two committees.

The audit committee will review our audited financial statements and
accounting procedures and recommend the employment of, and approve the fee
arrangements with, independent accountants for both audit functions and for
advisory and other consulting services.

The compensation committee will review and approve the compensation and
benefits for our key executive officers, administer our employee benefits and
stock purchase plans, and make recommendations to our board of directors
regarding grants of stock options and any other incentive compensation
arrangements.

Compensation Committee Interlocks and Insider Participation

Before this offering, our executive officers made all decisions concerning
officers compensation. After this offering, none of the members of our
compensation committee will be an officer or employee of our company. No
director or executive officer 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.

Directors' Compensation

Our directors receive no cash compensation for their service as directors,
but are reimbursed for all reasonable out-of-pocket expenses for attendance at
board meetings. Our non-employee directors may also receive stock options from
the company.

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<PAGE>

Executive Compensation

The following table summarizes the compensation we paid or accrued for
services rendered for the year ended December 31, 1998, to our President and
our other executive officers:

<TABLE>
<CAPTION>
Long-term
Compensation
Awards
Annual Compensation Securities
-------------------- Underlying All Other
Name and Principal Position Year Salary Bonus Options Compensation
- --------------------------- ---- ---------- --------------------- ------------
<S> <C> <C> <C> <C> <C>
Philip S. Bligh............. 1998 $ 117,500 $ 5,507 0 0
President, Chief Executive
Officer, and Chairman
Stephen C.P. Mack........... 1998 $ 117,500 $ 5,761 0 0
Chief Operating Officer and
Director
Nick Padgett................ 1998 $ 91,500 $ 0 0 0
Chief Financial Officer and
Director
Ronald G. Meyer............. 1998 $ 117,500 $ 0 0 0
Vice President, Client
Development
</TABLE>

Options

We did not grant any options under the stock option plan during the last
fiscal year to the executive officers named in the summary compensation table.
The following table sets forth information regarding options exercised by our
executive officers during 1998 or held by them on December 31, 1998:

<TABLE>
<CAPTION>
Number of
Securities Underlying Value of Unexercised In-
Shares Unexercised Options at the-Money Options at
Acquired Value Fiscal Year-End Fiscal Year-End(1)
Name on Exercise Realized(1) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ----------- ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Philip S. Bligh......... 0 0/0 $0/$0
Stephen C.P. Mack....... 2,850,000 $2,364,022 0/0 $0/$0
Nick Padgett............ 0 25,000/275,000 $21,750/$239,250
Ronald G. Meyer......... 0 375,000/125,000 $326,250/$108,750
</TABLE>
- --------
(1)We determined that the common stock had a fair market value of $0.87 per
share on December 31, 1998.

Employee Benefit Plans

1995 Incentive Stock Option Plan

In 1995, our stockholders approved the 1995 Incentive Stock Option Plan.
Effective as of September 1, 1995, the 1995 Plan was amended and restated
effective as of December 31, 1997. Our 1995 Plan provides for the issuance of
incentive stock options and nonqualified stock options to officers and other
key employees.

We have reserved an aggregate of 4,900,000 shares of common stock for
issuance through our stock option plan, of which 240,000 were available for
grant as of September 30, 1999. Only options that are vested may be exercised.
The options expire after a period of time following the termination of
employment. Options that expire unexercised or that are forfeited become
available again for issuance under the 1995 Plan. All of the option agreements
contain customary anti-dilution adjustments which provide for adjustments to
the exercise price and number of shares for events such as stock splits, stock
dividends, and consolidations. We do not intend to issue any additional options
under this 1995 Plan.

39
<PAGE>

Amended and Restated 1997 Incentive Compensation Plan

On December 31, 1997, our stockholders approved the 1997 Incentive
Compensation Plan. On December 1, 1999, our stockholders approved the Amended
and Restated 1997 Incentive Compensation Plan. This plan permits the grant of
stock options and other stock awards to our employees and non-employee
directors. We have reserved an aggregate of 4,000,000 shares of common stock
for issuance through this 1997 Plan, plus annual increases beginning in 2001
equal to the lesser of: (1) 1,000,000 shares, (2) 5% of the outstanding shares,
or (3) a number determined by the board of directors. Of the shares of common
stock available under this 1997 Plan, 111,411 were available for grant as of
September 30, 1999.

The 1997 Plan authorizes incentive and non-qualified stock options.
Additionally, the 1997 Plan authorizes the grant of stock appreciation rights
independently of, or with respect to, options granted or outstanding, as well
as other types of stock-based awards, such as restricted stock, performance
shares or performance units. The stock options generally have ten-year terms
and vest in accordance with provisions determined by the board of directors.

Employee Stock Purchase Plan

We have reserved 200,000 shares of common stock for issuance under our 1999
Employee Stock Purchase Plan, plus annual increases beginning in 2001 equal to
the lesser of: (1) 400,000 shares, (2) 2% of the outstanding shares, or (3) a
number determined by the board of directors. As of the date of this prospectus,
no shares have been issued under the 1999 Purchase Plan.

All employees of our company are eligible to participate. However, any
employee who immediately after a grant owns stock possessing 5% or more of the
total combined voting power or value of all classes of our capital stock may
not participate. No employee may receive rights to purchase stock at a rate
which exceeds $25,000 worth of stock for each calendar year.

The 1999 Purchase Plan, which is intended to qualify under Section 423 of
the Internal Revenue Code, permits the board of directors to determine the
length of each offering period. However, no offering period may extend for more
than 27 months. Participants may elect to have their payroll deductions
accumulated and used to purchase shares of common stock at the end of an
offering period, or at any interim purchase date determined by the board of
directors. A participant is limited to $21,250 in payroll deductions per year.
The price of stock purchased under the 1999 Purchase Plan is 85% of the lower
of the fair market value of the common stock at the beginning of the offering
period or the fair market value of the common stock on a purchase date.

401(k) Retirement/Savings Plan

Our 401(k) plan covers our full-time employees located in the United
States, and is intended to qualify under Section 401(k) of the Internal Revenue
Code. Any contributions to the 401(k) plan by employees, and the investment
earnings on these contributions, are not taxable to employees until withdrawn
from the 401(k) plan. Up to the statutorily prescribed annual limit, which was
$10,000 in 1998, Employees may elect to contribute up to 15% of their current
compensation to the 401(k). The 401(k) plan permits us to make matching
contributions; however, we do not do so, nor do we currently have plans to do
so.
CERTAIN TRANSACTIONS

On December 31, 1998, we made a $106,190 loan, with recourse, to Stephen
C.P. Mack, our Chief Operating Officer, to enable him to exercise Inforte stock
options. The loan bore interest at 7.75% per year. Mr. Mack repaid the loan in
full on September 30, 1999.

40
<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial
ownership of our common stock as of September 30, 1999. We have listed each
person that beneficially owns more than five percent of the outstanding common
stock; each of our directors and executive officers; and all directors and
executive officers as a group.

Each of the stockholders has sole voting and investment power with respect
to the shares beneficially owned by that stockholder. The address for each
principal stockholder is 150 N. Michigan Avenue, Suite 3400, Chicago, Illinois
60601.

For purposes of calculating amounts beneficially owned by a stockholder
before the offering, the number of shares deemed outstanding includes:
9,437,500 shares of common stock outstanding as of December 1, 1999; and
options currently exercisable or exercisable within 60 days of the date of this
prospectus held by that stockholder but not any other stockholder. The
percentage of beneficial ownership after this offering is based on shares
outstanding as of , 1999 and an assumed shares outstanding after this
offering.

For purposes of calculating the percentage beneficially owned after the
offering, the number of shares deemed outstanding includes the shares being
sold in this offering, assuming no exercise of the underwriters' overallotment
option.

<TABLE>
<CAPTION>
Percent of
Number of Common Stock
Shares of -----------------
Common Before After
Stock Offering Offering
--------- -------- --------
<S> <C> <C> <C>
Executive Officers and Directors
Philip S. Bligh.................................. 3,100,000 32.8%
Stephen C.P. Mack................................ 3,100,000 32.8%
Nick Padgett(1).................................. 665,000 7.0%
Ronald G. Meyer.................................. 1,000,000 10.6%
All executive officers and directors as a group
(4 persons)..................................... 7,865,000 83.1%
Five Percent Stockholder
Roger Neale...................................... 750,000 7.9%
</TABLE>
- --------
(1) Includes 25,000 shares issuable upon the exercise of stock options that
become exercisable within the next 60 days.

41
<PAGE>

DESCRIPTION OF CAPITAL STOCK

General

Upon the closing of this offering, our authorized capital stock will
consist of 50,000,000 shares of common stock, $.001 par value per share, and
5,000,000 shares of preferred stock, $.001 par value per share.

Common Stock

As of September 30, 1999, there were 9,312,500 shares of common stock
outstanding that were held of record by nine stockholders. Based upon the
number of shares outstanding as of , and giving effect to the issuance of
shares of common stock in this offering, there will be shares of common
stock outstanding upon completion of this offering.

Holders of common stock are entitled to one vote for each share on all
matters to be voted upon by the stockholders. There are no cumulative voting
rights. Subject to preferences to which holders of any preferred stock issued
after the sale of the common stock sold in this offering may be entitled,
holders of common stock are entitled to receive ratably any dividends declared
from time to time by our board of directors out of legally available funds.
Please see "Dividend Policy."

In the event of a liquidation, dissolution, or winding up of our company,
holders of common stock would be entitled to share in our assets remaining
after the payment of liabilities and the satisfaction of any liquidation
preference granted to the holders of any outstanding shares of preferred stock.
Holders of common stock have no preemptive or conversion rights or other
subscription rights and there are no redemption or sinking fund provisions
applicable to the common stock. All outstanding shares of common stock are, and
the shares of common stock offered by us in this offering, when issued and paid
for, will be, fully paid and nonassessable. The rights, preferences and
privileges of the 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 that we may designate in the future.

Preferred Stock

Upon the closing of this offering, the board of directors will be
authorized, subject to any limitations prescribed by law, without further
stockholder approval, to issue from time to time up to an aggregate of
5,000,000 shares of preferred stock, $.001 par value per share, in one or more
series. The board of directors may determine or alter the preferences,
including voting rights, dividend rights, conversion rights, redemption
privileges, and liquidation preferences. The rights of the holders of common
stock will be subject to, and may be adversely affected by, the rights of
holders of any preferred stock that may be issued in the future. Issuance of
preferred stock, while providing desirable flexibility in connection with
possible acquisitions and other corporate purposes, could have the effect of
making it more difficult for a third party to acquire, or of discouraging a
third party from attempting to acquire, a majority of the outstanding voting
stock of our company. No shares of preferred stock are currently outstanding,
and we have no plans to issue any shares of preferred stock.

Anti-Takeover Effects of our Certificate of Incorporation and Bylaws and
Delaware Law

Our certificate of incorporation, our bylaws, and anti-takeover provisions
of the Delaware General Corporation Law may have the effect of preventing or
delaying a person from acquiring or seeking to acquire a substantial equity
interest in, or control of our company.

42
<PAGE>

Certificate of Incorporation and Bylaws. Our certificate of incorporation,
upon the completion of this offering, will divide our board of directors into
three classes, with each class serving a staggered three-year term. Our
classified board of directors will make it more difficult for stockholders to
change the board of directors' composition, and, consequently, may tend to
discourage a third party from making a tender offer or otherwise attempting to
obtain control of our company. Our certificate of incorporation also provides
that, effective on the completion of this offering, all stockholder actions
must be effected at a meeting duly called by the board of directors or certain
executive officers and not by a consent in writing. Our bylaws contain an
advance notice procedure regarding nominations of directors by stockholders and
other stockholder proposals. For matters a stockholder wishes to bring before
an annual meeting of stockholders, the stockholder must deliver notice to our
principal executive offices not less than 120 days before the first anniversary
of the preceding year's annual meeting of nominations and other business to be
brought before our annual meeting. Further, our certificate of incorporation
and bylaws provide that the stockholders may amend provisions of our
certificate of incorporation and bylaws relating to the classification of our
board of directors, the number of authorized directors, the nomination of
directors, the calling of special meetings of stockholders, stockholders'
notice requirements and the ability of stockholders to act by written consent
only with the affirmative vote of 66 2/3% of our outstanding voting stock. We
intended these provisions to enhance the likelihood of continuity and stability
in the composition of the board of directors and in the policies formulated by
the board of directors. In addition, these provisions are designed to reduce
our vulnerability to an unsolicited acquisition proposal. The provisions also
are intended to discourage tactics that may be used in proxy fights. However,
these provisions could have the effect of discouraging others from making
tender offers for our shares and, as a consequence, they also may inhibit
fluctuations in the market price of our shares that could result from actual or
rumored takeover attempts. These provisions also may have the effect of
preventing changes in our management.

Delaware Takeover Statute. Section 203 of the Delaware General Corporation
Law generally prohibits us, as a Delaware corporation, from engaging in any
business combination with any interested stockholder, unless: (1) the board of
directors of the corporation approved in advance either the business
combination or the transaction which resulted in the stockholder becoming an
interested stockholder, (2) upon completion of the transaction which resulted
in the stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction began, excluding for purposes of
determining the number of shares outstanding those shares owned by persons who
are directors and also executive officers and by employee stock plans in which
employee participants do not have the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange offer,
or (3) the business combination is approved by the board of directors and
authorized at an annual or special meeting of stockholders, and not by written
consent, by the affirmative vote of at least 66 2/3% of the outstanding voting
stock which is not owned by the interested stockholder. Section 203 may delay,
defer, or prevent a change in control of our company, as well as reduce the
price that an investor may be willing to buy shares of common stock in the
future. An interested person is defined as a person or affiliate or associate
of a person that owns 15% or more of the outstanding voting stock of a
corporation. Messrs. Bligh and Mack will be exempt from the restrictions on
transactions under Section 203 because they acquired their shares before our
company was a public company.

Limitation of Liability and Indemnification

Our certificate of incorporation limits the liability of directors to the
maximum extent permitted by Delaware law. Delaware law provides that directors
of a corporation will not be personally liable for monetary damages for breach
of their fiduciary duties as directors, except liability for: (1) breach of
their duty of loyalty to the corporation or its stockholders, (2) acts or
omissions not in good faith or

43
<PAGE>

which involve intentional misconduct or a knowing violation of law, (3)
unlawful payments of dividends or unlawful stock repurchases or redemptions, or
(4) any transaction from which the director derived an improper personal
benefit. This limitation of liability does not apply to liabilities arising
under the federal or state securities laws and does not affect the availability
of equitable remedies such as injunctive relief or rescission.

Our bylaws require us to indemnify our directors, executive officers,
employees, and other agents to the fullest extent permitted by law. We believe
that indemnification under our bylaws covers at least negligence and gross
negligence on the part of indemnified parties. We may also secure insurance on
behalf of any officer, director, employee, or other agent for any liability
arising out of his or her actions in such capacity, regardless of whether the
bylaws permit such indemnification.

We have entered into agreements to indemnify our directors and executive
officers, in addition to the indemnification provided for in our bylaws. These
agreements, among other things, will indemnify our directors and executive
officers for expenses (including attorneys' fees), judgments, fines, and
settlement amounts incurred in any action or proceeding, including any action
by or in the right of our company arising out of such person's services as a
director, officer, employee, agent, or fiduciary of our company, any subsidiary
of our company or any other company or enterprise to which the person provides
services at our request. We believe that these provisions and agreements are
necessary to attract and retain qualified persons as directors and executive
officers.

At present, there is no pending litigation or proceeding involving a
director or officer of our company in which indemnification is required or
permitted, and we are not aware of any threatened litigation or proceeding that
may result in a claim for such indemnification.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is . The
transfer agent's address is and its telephone number is ( )
.

44
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Shares Eligible for Future Sale

Before this offering there has been no market for our common stock. Future
sales of substantial amounts of common stock in the public market could
adversely affect the market price of our common stock.

Upon completion of this offering, we will have outstanding an aggregate of
shares of common stock, assuming the issuance of shares of common stock
in this offering, no exercise of the underwriters' over-allotment option and no
exercise of options after the date of this prospectus. Of these shares, the
shares sold in this offering will be freely tradable without restriction or
further registration under the Securities Act, except for any shares purchased
by existing "affiliates" of our company. Our affiliates are people or entities
that directly or indirectly control our company, are controlled by our company,
or are under common control of our company. Sales by our affiliates would be
subject to the restrictions described below.

The remaining shares of common stock held by existing
stockholders were issued and sold by us in reliance on exemptions from the
registration requirements of the Securities Act. These shares will be
"restricted" securities within the meaning of Rule 144 under the Securities Act
and may not be sold in the absence of registration under the securities laws
unless an exemption from registration is available. In addition, holders of
stock options could exercise their options and sell the shares issued upon
exercise as described below.

Rule 144

Rule 144 is one of the exemptions referred to above. Generally, Rule 144 as
currently in effect permits a shareholder (including an affiliate) who has
beneficially owned restricted shares for a least one year to sell, beginning
three months after the date of this prospectus, within any three-month period
shares which do not exceed the greater of:

. 1% of the outstanding shares of common stock of the company (which will
equal approximately shares immediately after this offering); or

. the average weekly trading volume on the Nasdaq National Market in the
common stock during the four calendar weeks preceding the sale.

Shares properly sold in reliance on Rule 144 must be sold through "broker's
transactions" or to market makers, and there must be current public information
about the company available. Shares sold under Rule 144 to persons who are not
affiliates become freely tradable without restriction or registration under the
securities laws. The restrictions of Rule 144 do not apply to a person who has
beneficially owned their shares for at least two years (including "tacked on"
holding periods) and who is not an affiliate of the company. Therefore, unless
otherwise restricted by contract, "144(k) shares" may be sold immediately upon
the completion of this offering.

Rule 701

Rule 701 of the Securities Act of 1933 is another one of the exemptions
referred to above. Securities issued in reliance upon Rule 701 are restricted
securities, subject to any contractual restrictions described below, and may be
sold under Rule 701 beginning three months after the date of this prospectus by
affiliates if they comply with Rule 144, other than the holding period
requirements, and by non-affiliates, subject only to the manner of sale
provision of Rule 144. Generally, under Rule 701, any of our employees,
directors, officers, consultants or advisors who purchase shares from us in
connection with a compensatory stock or option plan or other written

45
<PAGE>

agreement before the effective date of this offering is entitled to sell the
shares three months after the effective date of this offering in reliance on
Rule 144, without having to comply with the holding period and notice filing
requirements of Rule 144. If the owner of the shares is a non-affiliate, there
is no requirement to comply with the public information, volume limitation or
notice filing provisions of Rule 144.

Lock-up Agreements

All of our executive officers, directors, stockholders, and significant
option holders have signed lock-up agreements in favor of the underwriters
which prohibit them from selling or otherwise disposing of any shares of common
stock or convertible securities for a period of 180 days after the date of this
prospectus unless Goldman, Sachs & Co. consents in writing to the sale or
disposition.

Stock Options

Following this offering, we intend to file a registration statement
covering approximately shares of common stock issuable upon the
exercise of stock options issued under our stock option plans. Accordingly,
shares to be registered in this manner will be available for sale in the open
market, except to the extent the shares are subject to vesting restrictions or
the lock-up agreements. Affiliates will still be required to comply with Rule
144.

As a result of Rule 144, Rule 701, the lock-up agreements and our intention
to file a registration statement covering shares of common stock issuable under
our stock option plans, approximately shares will be eligible for sale in
the public market during the 180 days after the date of this prospectus,
consisting of:

. shares owned by non-affiliates;

. shares issuable upon exercise of options which are exercisable at
the date of this prospectus; and

. shares issuable upon exercise of options which become exercisable
within 180 days of the date of this prospectus.

In addition, approximately shares will become eligible for sale in the
public market upon expiration of the lock-up agreements 180 days after the date
of this prospectus.

46
<PAGE>

UNDERWRITING

Inforte and the underwriters named below have entered into an underwriting
agreement with respect to the shares being offered. Subject to certain
conditions, each underwriter has severally agreed to purchase the number of
shares indicated in the following table. Goldman, Sachs & Co., Salomon Smith
Barney Inc. and William Blair & Company, L.L.C. are the representatives of the
underwriters.

<TABLE>
<CAPTION>
Number of
Underwriters Shares
------------ ---------
<S> <C>
Goldman, Sachs & Co.............................................
Salomon Smith Barney Inc. ......................................
William Blair & Company, L.L.C. ................................
---
Total.........................................................
===
</TABLE>

If the underwriters sell more shares than the total number set forth in the
table above, the underwriters have an option to buy up to an additional
shares from the company to cover such sales. They may exercise that option for
30 days. If any shares are purchased pursuant to this option, the underwriters
will severally purchase shares in approximately the same proportion as set
forth in the table above.

The following table shows the per share and total underwriting discounts
and commissions Inforte will pay to the underwriters. Such amounts are shown
assuming both no exercise and full exercise of the underwriters' option to
purchase additional shares.

<TABLE>
<CAPTION>
Paid by Inforte
-------------------------
No Exercise Full Exercise
----------- -------------
<S> <C> <C>
Per Share....................................... $ $
Total........................................... $ $
</TABLE>

Shares sold by the underwriters to the public will initially be offered at
the initial public offering price set forth on the cover of this prospectus.
Any shares sold by the underwriters to securities dealers may be sold at a
discount of up to $ per share from the initial public offering price. Any
such securities dealers may resell any shares purchased from the underwriters
to certain other brokers or dealers at a discount of up to $ per share from
the initial public offering price. If all the shares are not sold at the
initial offering price, the representatives may change the offering price and
the other selling terms.

Inforte, its directors, executive officers, stockholders, and significant
option holders have each agreed with the underwriters not to dispose of or
hedge any of their common stock or securities convertible into or exchangeable
for shares of common stock during the period from the date of this prospectus
continuing through the date 180 days after the date of this prospectus, except
with the prior written consent of the representatives. This agreement does not
apply to any existing employee benefit plans. See "Shares Available for Future
sale" for a discussion of certain transfer restrictions.

47
<PAGE>

Before the offering, there has been no public market for the shares. The
initial public offering price will be negotiated among Inforte and the
representatives. Among the factors to be considered in determining the initial
public offering price of the shares, in addition to prevailing market
conditions, will be the company's historical performance, estimates of the
company's business potential and earnings prospects, an assessment of the
company's management, and the consideration of the above factors in relation to
market valuation of companies in related businesses.

Application has been made for quotation of the common stock on the Nasdaq
National Market under the symbol "INFT."

In connection with the offering, the underwriters may purchase and sell
shares of common stock in the open market. These transactions may include short
sales, stabilizing transactions, and purchases to cover positions created by
short sales. Short sales involve the sale by the underwriters of a greater
number of shares than they are required to purchase in the offering.
Stabilizing transactions consist of certain bids or purchases made for the
purpose of preventing or retarding a decline in the market price of the common
stock while the offering is in progress.

The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased shares
sold by or for the account of such underwriter in stabilizing or short covering
transactions.

These activities by the underwriters may stabilize, maintain, or otherwise
affect the market price of the common stock. As a result, the price of the
common stock may be higher than the price that otherwise might exist in the
open market. If these activities are commenced, they may be discontinued by the
underwriters at any time. These transactions may be effected on the Nasdaq
National Market, in the over-the-counter market, or otherwise.

The underwriters do not expect sales to discretionary accounts to exceed
five percent of the total number of shares offered.

At Inforte's request, the underwriters have reserved at the initial public
offering price up to additional shares of common stock for sale to
Inforte's directors, employees, and others who have a relationship with
Inforte. There can be no assurance that any of the reserved shares will be so
purchased. The number of shares available for sale to the general public in the
offering will be reduced by the number of reserved shares sold. Any reserved
shares not so purchased will be offered to the general public on the same basis
as the other shares offered hereby.

Inforte estimates that its share of the total expenses of the offering,
excluding underwriting discounts and commissions, will be approximately $ .

Inforte has agreed to indemnify the several underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.

LEGAL MATTERS

The validity of the shares of common stock issued in this offering will be
passed upon for us by the law firm of Foley & Lardner, Chicago, Illinois.
Certain legal matters in connection with this offering will be passed upon for
the underwriters by the law firm of Sidley & Austin.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our financial
statements and schedule at December 31, 1998 and 1997 and for each of the three
years in the period ended December 31, 1998 as set forth in their reports. We
have included our financial statements and schedule in this

48
<PAGE>

prospectus and elsewhere in the registration statement in reliance on Ernst &
Young LLP's report, given on their authority as experts in accounting and
auditing.

ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement (of which this prospectus is a part) under the Securities Act of
1933, relating to the common stock we are offering. This prospectus does not
contain all the information that is in the registration statement. Portions of
the registration statement have been omitted as allowed by the rules and
regulations of the Securities and Exchange Commission. Statements in this
prospectus which summarize documents are not necessarily complete, and in each
case you should refer to the copy of the document filed as an exhibit to the
registration statement. For further information regarding our company and our
common stock, please see the registration statement and its exhibits and
schedules. You may examine the registration statement free of charge at the
public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
regional offices of the Commission as Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661 and 7 World Trade Center, Thirteenth Floor, New York,
New York 10048. Copies of the registration statement may also be obtained from
the public reference facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, or by calling the Commission at 1-800-SEC-0330,
regarding registrants, such as Inforte, that file electronically with the
Commission. In addition, the registration statement and other public filings
can be obtained from the Commission's web site at http://www.sec.gov. Our web
site is http://www.inforte.com.

We intend to furnish our stockholders written annual reports containing
audited financial statements certified by an independent public accounting
firm.

49
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Auditors............................................. F-2
Balance Sheets............................................................. F-3
Statements of Operations................................................... F-4
Statements of Stockholders' Equity......................................... F-5
Statements of Cash Flows................................................... F-6
Notes to Financial Statements.............................................. F-7
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT AUDITORS

Board of Directors
Inforte Corp.

We have audited the accompanying balance sheets of Inforte Corp. as of
December 31, 1997 and 1998, and the related statements of operations,
stockholders' equity, 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 financial statements referred to above present fairly,
in all material respects, the financial position of Inforte Corp. at December
31, 1997 and 1998, and the 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.

/s/ Ernst & Young LLP

Chicago, Illinois
October 15, 1999

F-2
<PAGE>

INFORTE CORP.

BALANCE SHEETS

<TABLE>
<CAPTION>
December 31, September
--------------------- 30,
1997 1998 1999
---------- ---------- -----------
(Unaudited)
<S> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents................. $ 66,019 $2,698,110 $ 5,256,473
Accounts receivable, less allowance for
doubtful accounts of $20,000 in 1997,
$275,000 in 1998, and $600,000 in 1999... 957,024 2,024,258 4,876,846
Prepaid expenses and other current
assets................................... 26,094 97,640 613,631
Note receivable from stockholder.......... -- 106,190 --
Deferred income taxes..................... -- -- 393,059
---------- ---------- -----------
Total current assets.................... 1,049,137 4,926,198 11,140,009
Computers, purchased software, and property,
net........................................ 118,413 655,181 1,156,904
---------- ---------- -----------
Total assets............................ $1,167,550 $5,581,379 $12,296,913
========== ========== ===========
Liabilities and stockholders' equity
Current liabilities:
Note payable--Former stockholder.......... $ 37,994 $ 23,835 $ --
Line of credit............................ 300,000 -- --
Accounts payable.......................... 164,011 476,984 1,196,837
Income taxes payable...................... -- -- 230,388
Accrued expenses.......................... 264,647 1,499,724 3,615,440
Deferred revenue.......................... 127,200 1,919,428 4,655,873
---------- ---------- -----------
Total current liabilities............... 893,852 3,919,971 9,698,538
Long-term notes payable--Former
stockholder................................ 23,835 -- --
Stockholders' equity:
Common stock, no par value; authorized--
12,000,000 shares; issued and
outstanding--5,500,000 at December 31,
1997, 8,375,000 at December 31, 1998, and
9,312,500 at September 30, 1999.......... 118,500 247,550 274,439
Additional paid-in capital................ -- -- 517,948
Retained earnings......................... 131,363 1,447,164 1,805,988
Note receivable from stockholder.......... -- (33,306) --
---------- ---------- -----------
Total stockholders' equity.............. 249,863 1,661,408 2,598,375
---------- ---------- -----------
Total liabilities and stockholders'
equity................................. $1,167,550 $5,581,379 $12,296,913
========== ========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-3
<PAGE>

INFORTE CORP.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Nine months ended
Year ended December 31, September 30,
----------------------------------- ----------------------
1996 1997 1998 1998 1999
---------- ---------- ----------- ---------- -----------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Revenues................ $1,998,610 $5,055,723 $13,447,034 $9,803,012 $20,534,865
Operating expenses:
Project personnel and
related expenses..... 1,323,955 2,721,625 6,830,187 5,061,051 8,892,732
Sales and marketing... 174,316 828,805 1,467,334 1,054,955 3,611,088
Recruiting, retention,
and training......... 51,278 694,224 1,164,771 866,323 1,969,315
Management and
administrative....... 152,825 950,591 2,691,545 1,915,430 3,575,566
---------- ---------- ----------- ---------- -----------
Total operating
expenses........... 1,702,374 5,195,245 12,153,837 8,897,759 18,048,701
---------- ---------- ----------- ---------- -----------
Operating income
(loss)................. 296,236 (139,522) 1,293,197 905,253 2,486,164
Interest income
(expense), net and
other.................. (4,033) (22,420) 22,604 9,522 95,484
---------- ---------- ----------- ---------- -----------
Pretax income (loss).... 292,203 (161,942) 1,315,801 914,775 2,581,648
Income tax expense...... -- -- -- -- 775,660
---------- ---------- ----------- ---------- -----------
Net income (loss)....... $ 292,203 $ (161,942) $ 1,315,801 $ 914,775 $ 1,805,988
========== ========== =========== ========== ===========
Pro forma net income
(loss) data
(unaudited):
Pro forma income tax
expense (benefit).... $ 119,162 $ (51,273) $ 538,730 $ 375,291 $ 1,031,478
---------- ---------- ----------- ---------- -----------
Pro forma net income
(loss)............... $ 173,041 $ (110,669) $ 777,071 $ 539,484 $ 1,550,170
========== ========== =========== ========== ===========
Pro forma earnings
(loss) per share:
Basic............... $ 0.03 $ (0.02) $ 0.14 $ 0.09 $ 0.19
========== ========== =========== ========== ===========
Diluted............. $ 0.02 $ (0.02) $ 0.08 $ 0.05 $ 0.15
========== ========== =========== ========== ===========
Weighted Average common
shares outstanding:
Basic................. 6,095,833 5,263,562 5,517,329 5,504,304 8,378,434
========== ========== =========== ========== ===========
Diluted............... 9,108,330 5,263,562 10,142,768 10,020,878 10,684,440
========== ========== =========== ========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-4
<PAGE>

INFORTE CORP.

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
Common Stock
-------------------- Additional Total
Number of Paid-In Notes Retained Stockholders'
Shares Amount Capital Receivable Earnings Equity
---------- -------- ---------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1,
1996................... 6,950,000 $ 15,000 $ -- $ -- $ 161,102 $ 176,102
Repurchase of common
stock................. (3,100,000) -- -- -- (160,000) (160,000)
Issuance of common
stock................. 1,050,000 54,194 -- -- -- 54,194
Net income............. -- -- -- -- 292,203 292,203
---------- -------- -------- ------- ---------- ----------
Balance at December 31,
1996................... 4,900,000 69,194 -- -- 293,305 362,499
Issuance of common
stock................. 600,000 49,306 -- -- -- 49,306
Net loss............... -- -- -- -- (161,942) (161,942)
---------- -------- -------- ------- ---------- ----------
Balance at December 31,
1997................... 5,500,000 118,500 -- -- 131,363 249,863
Net income............. -- -- -- -- 1,315,801 1,315,801
Exercise of stock
options............... 2,860,000 116,000 -- -- -- 116,000
Issuance of common
stock................. 15,000 13,050 -- -- -- 13,050
Note receivable from
stockholder........... -- -- -- (33,306) -- (33,306)
---------- -------- -------- ------- ---------- ----------
Balance at December 31,
1998................... 8,375,000 247,550 -- (33,306) 1,447,164 1,661,408
Exercise of stock
options............... 937,500 26,889 -- -- -- 26,889
Subchapter S
distributions......... -- -- -- -- (929,216) (929,216)
Undistributed
Subchapter S
corporation earnings.. -- -- 517,948 -- (517,948) --
Proceeds from note
receivable............ -- -- -- 33,306 -- 33,306
Net income............. -- -- -- -- 1,805,988 1,805,988
---------- -------- -------- ------- ---------- ----------
Balance at September 30,
1999 (unaudited)....... 9,312,500 $274,439 $517,948 $ -- $1,805,988 $2,598,375
========== ======== ======== ======= ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5
<PAGE>

INFORTE CORP.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Nine months ended
Year ended December 31, September 30,
------------------------------- ----------------------
1996 1997 1998 1998 1999
-------- --------- ---------- ---------- ----------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from
operating activities
Net income (loss)....... $292,203 $(161,942) $1,315,801 $ 914,775 $1,805,988
Adjustments to reconcile
net income (loss) to
net cash provided by
(used in) operating
activities:
Depreciation and
amortization.......... 28,242 49,403 204,199 126,520 305,360
Deferred income taxes.. -- -- -- -- (393,059)
Changes in operating
assets and
liabilities:
Accounts receivable.... (281,722) (508,494) (1,067,234) (847,308) (2,852,588)
Prepaid expenses and
other current assets.. 19,262 (25,614) (71,546) (68,751) (482,685)
Accounts payable....... (7,916) 150,637 312,973 286,225 719,853
Income taxes payable... -- -- -- -- 230,388
Accrued expenses and
other ................ 11,507 208,451 1,211,581 923,367 2,115,716
Deferred revenue....... -- 127,200 1,792,228 546,737 2,736,445
-------- --------- ---------- ---------- ----------
Net cash provided by
(used in) operating
activities............. 61,576 (160,359) 3,698,002 1,881,565 4,185,418
Cash flows from
investing activities
Note receivable --
Stockholder............ -- -- -- -- 106,190
Purchases of computers,
software, and
property............... (41,361) (99,166) (740,967) (536,224) (807,083)
-------- --------- ---------- ---------- ----------
Net cash used in
investing activities... (41,361) (99,166) (740,967) (536,224) (700,893)
Cash flows from
financing activities
Net (repayments of)
proceeds from line of
credit................. -- 300,000 (300,000) (300,000) --
Principal payments on
note payable-- Former
stockholder............ -- (34,650) (37,994) (28,165) (23,835)
Issuance of note
payable-- Former
stockholder............ 96,479 -- -- -- --
Proceeds from issuance
of common stock........ 54,194 49,306 13,050 13,050 --
Proceeds from the
exercise of stock
options................ -- -- -- 516 26,889
Repurchase of common
stock.................. (160,000) -- -- -- --
Subchapter S
distributions ......... -- -- -- -- (929,216)
-------- --------- ---------- ---------- ----------
Net cash (used in)
provided by financing
activities............. (9,327) 314,656 (324,944) (314,599) (926,162)
-------- --------- ---------- ---------- ----------
Net increase in cash and
cash equivalents....... 10,888 55,131 2,632,091 1,030,742 2,558,363
Cash and cash
equivalents, beginning
of year................ -- 10,888 66,019 66,019 2,698,110
-------- --------- ---------- ---------- ----------
Cash and cash
equivalents, end of
year................... $ 10,888 $ 66,019 $2,698,110 $1,096,761 $5,256,473
======== ========= ========== ========== ==========
Noncash activities:
Note receivable --
Stockholder.......... $ -- $ -- $ (116,000) $ -- $ --
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-6
<PAGE>

INFORTE CORP.

NOTES TO FINANCIAL STATEMENTS

(Information pertaining to nine-month period
ended September 30, 1998 and 1999 is unaudited)

1. Nature of Business

Inforte Corp. (Inforte) is an eBusiness integrator, providing advanced
technology consulting and systems integration services that enable its clients
to capitalize on Internet-based technologies to transform their businesses.
Inforte focuses on helping its clients create, design, and implement end-to-end
eBusiness models, which are models that integrate, through the power of the
Internet, its clients' internal operations and external relations with
customers and suppliers.

2. Significant Accounting Policies

Cash and Cash Equivalents

Inforte considers all highly liquid investments with an original maturity
of 90 days or less to be cash equivalents.

Computers, Purchased Software, and Property

Computers, purchased software, and property are stated at cost. Inforte
provides for depreciation and amortization using the straight-line method over
their estimated useful lives as follows:

<TABLE>
<CAPTION>
Estimated
Useful
Asset Classification Life
-------------------- ---------
<S> <C>
Office furniture................................................... 3-5 years
Computers and equipment............................................ 2-3 years
Leasehold improvements............................................. 2-3 years
Purchased software................................................. 2-3 years
</TABLE>

Repairs and maintenance are charged to expense as incurred. Significant
improvements are capitalized and depreciated. Upon retirement or sale, the cost
of the assets disposed of and the related accumulated depreciation are removed
from the accounts, and any resulting gain or loss is included in the results of
operations.

Revenue Recognition

Revenues pursuant to fixed-fee contracts are generally recognized as
services are rendered on the percentage-of-completion method of accounting
based on the ratio of costs incurred to total estimated costs. The cumulative
impact of any revision in estimates of the percent complete is reflected in the
period in which the changes become known. Revenues pursuant to time-and-
material contracts are generally recognized as services are performed. Amounts
billed prior to rendering services are classified as deferred revenue. Revenues
exclude reimbursable expenses chargeable to the client.

Financial Instruments and Concentrations of Credit Risk

Financial instruments which potentially subject Inforte to concentrations
of credit risk consist principally of cash and cash equivalents and
uncollateralized accounts receivable. Inforte performs

F-7
<PAGE>

INFORTE CORP.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Information pertaining to nine-month period
ended September 30, 1998 and 1999 is unaudited)
periodic credit evaluations of its customers' financial condition and generally
does not require collateral. Inforte maintains an allowance for potential
credit losses, and such losses have been within management's expectations.

For the year ended December 31, 1996, three customers accounted for 16%,
13%, and 13% of revenue, and 0%, 13%, and 11% of accounts receivable at
December 31, 1996. For the year ended December 31, 1997, one customer accounted
for 27% of revenue and 11% of accounts receivable at December 31, 1997. For the
year ended December 31, 1998 no customer accounted for more than 10% of revenue
and no customer accounted for more than 10% of accounts receivable at December
31, 1998.

Use of Accounting Estimates

The preparation of the 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 the
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.

Recently Issued Accounting Standards

Effective January 1, 1998, Inforte adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS 130). SFAS
130 establishes new rules for the reporting and display of comprehensive income
and its components. Comprehensive income (loss) is the same as net income
(loss) for Inforte. Accordingly, the adoption of SFAS 130 had no impact on
Inforte's net income (loss) or stockholders' equity.

Effective January 1, 1998, Inforte adopted Statement of Financial
Accounting Standards No. 131, "Disclosures About Segments of an Enterprise and
Related Information" (SFAS 131). SFAS 131 requires public business enterprises
to report information about operating segments in annual financial statements
and requires those enterprises to report selected information about operating
segments in interim financial reports. The adoption of SFAS 131 did not affect
results of operations or have a significant effect on disclosures because
Inforte continues to consider its business activities as a single segment.

Effective January 1, 1999, Inforte adopted Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and
Hedging Activities" (SFAS 133). SFAS 133 provides a comprehensive and
consistent standard for the recognition and measurement of derivatives and
hedging activities. It requires all derivatives to be recorded on the balance
sheet at fair value and establishes special accounting for the different types
of hedges. As Inforte does not own derivative instruments and has not entered
into hedging transactions the adoption of SFAS 133 had no impact on Inforte's
net income (loss) or stockholders' equity.

Basis of Presentation of Interim Financial Statements

The accompanying unaudited financial statements as of September 30, 1998
and 1999, and for the nine months ended September 30, 1998 and 1999, have been
prepared in accordance with

F-8
<PAGE>

INFORTE CORP.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Information pertaining to nine-month period
ended September 30, 1998 and 1999 is unaudited)

generally accepted accounting principles for interim financial information and
with the instructions to Article 10 of Regulation S-X of the Securities and
Exchange Commission. Such financial statements do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.

In the opinion of Inforte, all adjustments considered necessary to present
fairly the financial position as of September 30, 1998 and 1999, and the
statements of operations, stockholders' equity and cash flows for the nine-
month period ended September 30, 1998 and 1999, have been included.

3. Computers, Purchased Software, and Property

Computers, purchased software, and property at December 31 consist of the
following:

<TABLE>
<CAPTION>
1997 1998
-------- --------
<S> <C> <C>
Office furniture............................................. $ 14,134 $ 40,873
Computers and equipment...................................... 183,564 730,882
Leasehold improvements....................................... 22,603 24,008
Purchased software........................................... -- 165,505
-------- --------
220,301 961,268
Less: Accumulated depreciation and amortization.............. 101,888 306,087
-------- --------
$118,413 $655,181
======== ========
</TABLE>

4. Line of Credit and Note Payable to Former Stockholder

Inforte entered into a secured line of credit agreement in 1997, which was
amended on August 17, 1998, to, among other things, increase the amount
available to $1,000,000 from $500,000, and to lower the interest rate to the
prime rate plus 0.75% from the prime rate plus 1%. The prime rate was 8.5% and
7.75% at December 31, 1997 and 1998, respectively. Borrowings under this
agreement are secured by the assets of Inforte. During September 1999 this
secured line of credit was amended to increase the amount available to
$2,500,000 and to lower the interest rate to prime.

The note payable to the former stockholder is payable in monthly
installments of $3,511, including interest at 9.25%, through July 31, 1999.

Interest paid was $4,033 in 1996, $22,540 in 1997, and $9,476 in 1998.

5. Income Taxes

For 1996, 1997, and 1998, the stockholders of Inforte elected, under
Subchapter S of the Internal Revenue Code, to include Inforte's income or loss
in their personal federal and state income tax returns. Accordingly, Inforte
was generally not subject to federal or state income taxes in these years.
Inforte continued to be subject to state income taxes either by statute or
election in certain states. State income taxes paid were $384 in 1996, $11,662
in 1997, and $1,800 in 1998. The stockholders of Inforte terminated their S
corporation election as of January 1, 1999.

F-9
<PAGE>

INFORTE CORP.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Information pertaining to nine-month period
ended September 30, 1998 and 1999 is unaudited)

Income tax expense for the nine month period ended September 30, 1999
(unaudited) consists of the following:

<TABLE>
<CAPTION>
Current:
<S> <C>
Federal........................................................ $ 953,174
State.......................................................... 215,545
----------
1,168,719
Deferred:
Federal........................................................ (321,404)
State.......................................................... (71,655)
----------
(393,059)
----------
$ 775,660
==========
</TABLE>

The reconciliation of income taxes computed using the federal statutory
rate of 34% for the nine month period ended September 30, 1999 is as follows:

<TABLE>
<S> <C>
Federal income tax at the statutory rate............................. 34.0%
State income tax, net of federal tax benefit......................... 5.0
Nondeductible expenses............................................... 0.3
Recording of net deferred tax asset due to termination of S
Corporation status.................................................. (9.3)
----
30.0%
</TABLE>

The tax effects of temporary differences that give rise to deferred tax
assets and liabilities at September 30, 1999 (unaudited) are as follows:

<TABLE>
<CAPTION>
September 30,
1999
-------------
<S> <C>
Deferred income tax assets:
Allowance for doubtful accounts.............................. $175,500
Accrued bonuses and vacation pay............................. 99,088
Other........................................................ 122,778
Deferred revenue............................................. 62,555
--------
Gross deferred tax assets...................................... 459,921
Deferred income tax liability:
Use of cash basis for income tax purposes.................... (66,862)
--------
Deferred income tax liability................................ (66,862)
--------
Net deferred income tax asset.................................. $393,059
========
</TABLE>

No valuation allowance for deferred tax assets has been recorded as Inforte
believes it is more likely than not the deferred tax assets will be realized in
the future.

F-10
<PAGE>

INFORTE CORP.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Information pertaining to nine-month period
ended September 30, 1998 and 1999 is unaudited)

6. Earnings per Share

The following table sets forth the computation of basic and diluted
earnings per share. There were 5,000,975 stock options outstanding at December
31, 1997, that could have potentially diluted basic earnings per share and were
not included in the fully diluted computation at December 31, 1997, because
their effects would have been antidilutive.

<TABLE>
<CAPTION>
December 31, September 30,
---------------------------------- -----------------------
1996 1997 1998 1998 1999
---------- ---------- ----------- ----------- -----------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Numerator
Numerator for basic and
diluted earnings (loss)
per common share:
Net income (loss)..... $ 292,203 $ (161,942) $ 1,315,801 $ 914,775 $ 1,805,988
========== ========== =========== =========== ===========
Pro forma net income
(loss)--unaudited ... $ 173,041 $ (110,669) $ 777,071 $ 539,484 $ 1,550,170
========== ========== =========== =========== ===========
Denominator
Denominator for basic
earnings (loss) per
common share:
Weighted-average
shares................ 6,095,833 5,263,562 5,517,329 5,504,304 8,378,434
---------- ---------- ----------- ----------- -----------
Effect of dilutive
securities:
Employee stock options.. 3,012,497 -- 4,625,439 4,516,574 2,306,006
---------- ---------- ----------- ----------- -----------
Denominator for diluted
earnings (loss) per
common share:
Adjusted weighted-
average shares....... 9,108,330 5,263,562 10,142,768 10,020,878 10,684,440
========== ========== =========== =========== ===========
</TABLE>

7. Related Party Transactions

A note receivable with recourse was executed between Inforte and one of its
stockholders in December 1998 related to the exercise of stock options. There
were no interest payments required while the note is outstanding, and the term
is indefinite as it can be repaid at any time. The note bears interest at 7.75%
which accrues annually. The stockholder had the option of repaying the note
with cash or by selling a portion of stock to Inforte at the then-current fair
market value. Inforte is not obligated to purchase more stock from the
stockholder than would be necessary to repay the balance of the note and
accrued interest. The outstanding balance of the note plus accrued interest
receivable at December 31, 1998, is $106,190. This note and accrued interest
was repaid in full on September 30, 1999.

At December 31, 1998, Inforte had a note receivable from a stockholder for
$33,306 classified as a reduction of stockholders' equity, which was
subsequently repaid through a distribution to the stockholder in April 1999.

F-11
<PAGE>

INFORTE CORP.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Information pertaining to nine-month period
ended September 30, 1998 and 1999 is unaudited)

8. Stockholders' Equity

Stock Option and Incentive Plans

The 1995 Incentive Stock Option Plan (1995 Plan) provides for the issuance
of incentive stock options and nonqualified stock options to officers and other
key employees of Inforte. Inforte has reserved an aggregate of 4,900,000 shares
for issuance under the 1995 Plan, of which 240,000 were available for grant as
of September 30, 1999. Inforte does not intend to issue any additional options
under the 1995 Plan.

The stock options may be exercised only to the extent that they have vested
in accordance with provisions determined by the Board of Directors with terms
not to exceed 10 years.

On December 31, 1997, the stockholders approved the 1997 Incentive
Compensation Plan (1997 Plan), which permits the grant of stock options and
other stock awards covering up to 1,600,000 shares to employees and directors
of Inforte, of which 598,075 were available for grant at September 30, 1999.
The 1997 Plan authorizes the grant of both incentive and nonqualified stock
options, and further authorizes the grant of stock appreciation rights
independently of or with respect to options granted or outstanding. Stock
options generally have 10-year terms and vest in accordance with provisions
determined by the Board of Directors. A restricted stock program, performance
program, and bonus shares program have also been established under the 1997
Plan. Awards under the restricted stock program and performance program are
earned over a period of time upon the achievement of certain performance
objectives. Restricted share grants may not be sold or otherwise disposed until
the restrictions lapse. Performance shares are payable in cash, common stock,
or a combination thereof when earned. Bonus shares allow participants to elect
to receive shares of common stock in lieu of a portion or all of cash bonuses
paid by Inforte. Stock appreciation rights and restricted stock have not been
granted to date.

A summary of stock option information follows:

<TABLE>
<CAPTION>
1995 Plan 1997 Plan
--------------------- --------------------
Weighted- Weighted-
Average Average
Number Exercise Number Exercise
of Shares Price of Shares Price
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Outstanding on January 1, 1996.. 2,200,000 $0.02 -- $ --
Granted......................... 1,950,000 0.05 -- --
---------- ----- --------- -----
Outstanding on December 31,
1996........................... 4,150,000 0.03 -- --
Granted......................... 725,000 0.13 125,975 0.24
---------- ----- --------- -----
Outstanding on December 31,
1997........................... 4,875,000 0.05 125,975 0.24
Granted......................... -- -- 573,875 0.47
Exercised....................... (2,860,000) 0.04 -- --
Canceled........................ (215,000) 0.03 (25,950) 0.37
---------- ----- --------- -----
Outstanding on December 31,
1998........................... 1,800,000 0.06 673,900 0.43
Granted......................... -- -- 346,000 2.44
Exercised....................... (937,500) 0.03 -- --
Canceled........................ -- -- (17,975) 0.54
---------- ----- --------- -----
Outstanding on September 30,
1999........................... 862,500 0.10 1,001,925 1.12
========== ===== ========= =====
Exercisable at September 30,
1999........................... 150,000 0.05 111,441 0.29
Available for grant at September
30, 1999....................... 240,000 598,075
Fair value of options granted
during nine months ended
September 30, 1999............. $0.50
</TABLE>

F-12
<PAGE>

INFORTE CORP.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Information pertaining to nine-month period
ended September 30, 1998 and 1999 is unaudited)

The outstanding options at September 30, 1999, had exercise prices ranging
from $0.02 to $3.50 and a weighted-average contractual life of 8.78 years. From
October 1, 1999 through December 1, 1999, Inforte granted an additional 611,425
options with an exercise price of $7.00, the estimated fair market value of the
common stock.

As permitted by Statement of Financial Accounting Standards (SFAS) No. 123,
"Accounting for Stock-Based Compensation," stock option and incentive plans are
accounted for in accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations.
Generally, no compensation expense is recognized for stock options if exercise
prices equal the market value of the underlying shares of stock at the
measurement date. To date, Inforte has granted options with exercise prices
equal to market value on the measurement date (date of grant).

Had stock options and incentive plans been accounted for at fair value in
accordance with SFAS No. 123, Inforte's net income (loss) on a pro forma basis
would have been:

<TABLE>
<CAPTION>
Nine
months
ended
Year ended December 31, September
------------------------------ 30,
1996 1997 1998 1999
-------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Net income (loss)
As reported....................... $292,203 $(161,942) $1,315,801 $1,805,988
Pro forma......................... 273,598 (162,910) 1,303,951 1,780,548
Pro forma earnings (loss) per
share.............................. $ 0.03 $ (0.03) $ 0.13 $ 0.17
</TABLE>

The fair value of stock options used to compute pro forma net income (loss)
and pro forma net income (loss) per share is the estimated present value at
grant date using the minimum value option-pricing model with the following
assumptions: dividend yield of 0%, risk-free interest rates ranging from 6.0%
to 4.62%, and a weighted-average expected option life of four years.

9. Lease Commitments

At December 31, 1998, Inforte was obligated for future minimum lease
payments under operating leases that have initial or remaining noncancelable
terms in excess of one year, as follows:

<TABLE>
<CAPTION>
1999............................................................... $270,691
<S> <C>
2000............................................................... 235,396
2001............................................................... 212,163
2002............................................................... 214,098
--------
Total minimum lease payments....................................... $932,348
========
</TABLE>

Rent expense for operating leases was $37,888, $164,243, and $284,017 for
the years ended December 31, 1996, 1997, and 1998, respectively.

10. Benefit Plan

Inforte sponsors a 401(k) savings plan covering all employees. Inforte has
not made any discretionary contributions to this plan. Administrative costs
during 1996, 1997, and 1998 related to this plan are not considered material.

F-13
<PAGE>

INFORTE CORP.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Information pertaining to nine-month period
ended September 30, 1998 and 1999 is unaudited)

11. Pro Forma Income Taxes (Unaudited)

The pro forma provision (benefit) for income taxes reflects the income tax
expense that would have been reported if Inforte had been a C corporation. The
components of pro forma income taxes are as follows:

<TABLE>
<CAPTION>
Nine months
Year ended December 31, ended
--------------------------- September 30,
1996 1997 1998 1998
-------- -------- -------- -------------
<S> <C> <C> <C> <C>
Pro forma income taxes:
Current:
Federal........................... $ 8,832 $ -- $438,766 $325,152
State............................. 2,130 -- 105,842 78,435
-------- -------- -------- --------
Total current................... 10,962 -- 544,608 403,587
Deferred:
Federal........................... 87,172 (41,308) (4,736) (22,797)
State............................. 21,028 (9,965) (1,142) (5,499)
-------- -------- -------- --------
Total deferred.................. 108,200 (51,273) (5,878) (28,296)
-------- -------- -------- --------
Total pro forma income taxes
(benefit)...................... $119,162 $(51,273) $538,730 $375,291
======== ======== ======== ========
</TABLE>

The following table reconciles the expected corporate federal income tax
expense (computed by multiplying Inforte's income before income taxes by 34%)
to Inforte's pro forma income tax expense:

<TABLE>
<CAPTION>
Nine months
Year ended December 31, ended
--------------------------- September 30,
1996 1997 1998 1998
-------- -------- -------- -------------
<S> <C> <C> <C> <C>
Expected pro forma income tax
expense (benefit).................. $102,096 $(54,966) $447,372 $311,024
State income taxes, net of federal
tax effect......................... 15,285 (6,577) 69,103 48,138
Other permanent items............... 1,781 10,270 22,255 16,129
-------- -------- -------- --------
$119,162 $(51,273) $538,730 $375,291
======== ======== ======== ========
</TABLE>

Deferred income tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
basis. Deferred income tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on
deferred income tax assets and liabilities of changes in tax rates is
recognized in income in the period that includes the enactment date.

F-14
<PAGE>

INFORTE CORP.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Information pertaining to nine-month period
ended September 30, 1998 and 1999 is unaudited)

The tax effects of temporary differences that give rise to significant
portions of the unaudited pro forma deferred income tax assets and liability
as of December 31, 1998, are presented below:

<TABLE>
<CAPTION>
As of
December 31, 1998
-----------------
<S> <C>
Pro forma deferred income tax assets:
Allowance and deferrals.................................. $ 115,058
Accrued bonuses and vacation pay......................... 140,739
Other.................................................... 133,239
Depreciation............................................. 11
---------
Gross deferred income taxes................................ 389,047
Pro forma deferred income tax liability:
Use of cash basis for income tax purposes................ (133,229)
---------
Deferred income tax liability............................ (133,229)
---------
Net deferred income tax asset.............................. $ 255,818
=========
</TABLE>

F-15
<PAGE>

[Inside Back Page Graphics]

<PAGE>

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

No dealer, salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus. You must not rely
on any unauthorized information or representations. This prospectus is an
offer to sell only the shares offered hereby, but only under circumstances and
in jurisdictions where it is lawful to do so. The information contained in
this prospectus is current only as of its date.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary....................................................... 3
Risk Factors............................................................. 6
Cautionary Note Regarding Forward-Looking Statements..................... 13
Use of Proceeds.......................................................... 13
Dividend Policy.......................................................... 13
Capitalization........................................................... 14
Dilution................................................................. 15
Selected Financial Data.................................................. 16
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 17
Business................................................................. 24
Management............................................................... 36
Certain Transactions..................................................... 40
Principal Stockholders................................................... 41
Description of Capital Stock............................................. 42
Shares Eligible for Future Sale.......................................... 45
Underwriting............................................................. 47
Legal Matters............................................................ 48
Experts.................................................................. 48
Additional Information................................................... 49
Index to Financial Statements............................................ F-1
</TABLE>

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

Through and including , 2000 (the 25th day after the date of this
prospectus), all dealers effecting transactions in these securities, whether
or not participating in this offering, may be required to deliver a
prospectus. This is in addition to a dealer's obligation to deliver a
prospectus when acting as an underwriter and with respect to an unsold
allotment or subscription.

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

Inforte Corp.

Common Stock

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

[LOGO]

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

Goldman, Sachs & Co.

Salomon Smith Barney

William Blair & Company
Representatives of the Underwriters

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

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses, other than the
underwriting discount, payable by the registrant in connection with the sale of
the common stock being registered. All amounts are estimates, except for the
Securities and Exchange Commission registration fee, the NASD filing fee and
the Nasdaq listing fee. All of these costs and expenses will be borne by the
registrant.

<TABLE>
<S> <C>
Securities and Exchange Commission filing fee.................... $13,200
NASD filing fee.................................................. 5,500
Nasdaq listing fee............................................... *
Blue Sky fees and expenses....................................... *
Transfer agent expenses and fees................................. *
Printing and engraving........................................... *
Accountants' fees and expenses................................... *
Legal fees and expenses.......................................... *
Directors and officers insurance premium......................... *
Miscellaneous.................................................... *
-------
Total.......................................................... $
=======
</TABLE>
- --------
* To be supplied by amendment.

Item 14. Indemnification of Directors and Executive Officers.

Section 145 of the Delaware General Corporation Law authorizes a court to
award, or permits a Delaware corporation to grant, indemnity to present or
former directors and executive officers, as well as certain other persons
serving at the request of the corporation in related capacities. This permitted
indemnity is sufficiently broad to permit indemnification for liabilities
arising under the Securities Act of 1933, including reimbursement for expenses
incurred.

The indemnification authorized under Delaware law is not exclusive and is
in addition to any other rights granted to officers and directors under the
certificate of incorporation or bylaws of the corporation or any agreement
between officers and directors and the corporation. The registrant's
certificate of incorporation and bylaws provide for the indemnification of
directors, former directors and executive officers to the maximum extent
permitted by Delaware law. The registrant's certificate of incorporation and
bylaws also provide that it may purchase and maintain insurance on behalf of a
director or officer against liability asserted against the director or officer
in such capacity. In addition, the registrant has entered into Indemnification
Agreements (Exhibit 10.7 hereto) with each executive officer and director. The
Underwriting Agreement (Exhibit 1.1) also provides for cross-indemnification
among the registrant and the underwriters with respect to certain matters,
including matters arising under the Securities Act.

Item 15. Recent Sales of Unregistered Securities

Within the past three years, we have sold the following securities which
were not registered under the Securities Act:

Between July 31, 1996 and August 15, 1998, we sold a total of 1,665,000
shares of our common stock to six of our key employees for aggregate
consideration of approximately $116,550.

II-1
<PAGE>

The purchases and sales were exempt pursuant to Section 4(2) of the Securities
Act as transactions by an issuer not involving a public offering, where the
purchasers represented their intention to acquire the securities for investment
only, not with a view toward distribution, and received or had access to
adequate information about Inforte.

Since adoption of our incentive stock option plan in 1995 and through
December 1, 1999, we have granted stock options to employees to purchase
4,332,275 shares of common stock with exercise prices ranging from $0.02 to
$7.00 per share pursuant to the plan. Of these options, 3,922,500 have been
exercised for an aggregate consideration of $145,391. The issuance of common
stock upon exercise of the options was exempt pursuant to Rule 701, as a
transaction pursuant to a compensatory benefit plan.

No underwriters were employed in any of the above transactions.

Appropriate legends were affixed to the share certificates issued in the
transactions.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
1.1* Form of Underwriting Agreement
3.1 Certificate of Incorporation
3.2 Bylaws
5.1* Legal Opinion of Foley & Lardner as to legality of securities
10.2 Loan Agreement dated as of September 16, 1999 between the
registrant and Citibank, N.A.
10.3 Amended and Restated 1995 Incentive Stock Option Plan
10.4 Amended and Restated 1997 Incentive Compensation Plan
10.5 Form of Stock Option Agreement
10.6 1999 Employee Stock Purchase Plan
10.7 Form of Director/Officer Indemnification Agreement
23.1 Consent of Independent Auditors
23.2* Consent of Foley & Lardner (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page hereto)
27.1 Financial Data Schedule Nine months ended September 30, 1999
27.2 Financial Data Schedule Year ended December 31, 1998
27.3 Financial Data Schedule Nine months ended September 30, 1998
27.4 Financial Data Schedule Year ended December 31, 1997
27.5 Financial Data Schedule Year ended December 31, 1996
</TABLE>
- --------
* To be filed by amendment

(b) Financial Statement Schedules

Schedule II--Valuation and Qualifying Accounts

Item 17. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt deliver to each purchaser.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

II-2
<PAGE>

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against such public policy as expressed in the Act and
is therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, 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 issues.

II-3
<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 Chicago,
State of Illinois, on December 8, 1999.

Inforte Corp.

/s/ Philip S. Bligh
By___________________________________
Philip S. Bligh, President, Chief
Executive Officer, and Chairman

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below constitutes and appoints Stephen C.P. Mack, Ronald G. Meyer, and Edwin D.
Mason, and each of them individually, as his or her true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this
registration statement and any Rule 462(b) registration statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
/s/ Philip S. Bligh President, Chief Executive December 8, 1999
______________________________________ Officer, and Chairman
Philip S. Bligh

/s/ Stephen C. P. Mack Chief Operating Officer December 8, 1999
______________________________________ and Director
Stephen C. P. Mack

/s/ Nick Padgett Chief Financial Officer, December 8, 1999
______________________________________ Chief Accounting Officer,
</TABLE> Nick Padgett and Director

II-4
<PAGE>

SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
INFORTE CORP.

<TABLE>
<CAPTION>
Additions
-------------------
Charged
Balance at to Costs Charged to Balance
Beginning and Other at End of
of Period Expenses Accounts Deductions Period
---------- -------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Description
- -----------
Year ended December 31,
1996
Reserves and allowances
deducted from asset
accounts
Allowance for doubtful
accounts.............. $ 0 $ -- $ -- $ -- $ 0
Year ended December 31,
1997
Reserves and allowances
deducted from asset
accounts
Allowance for doubtful
accounts.............. $ 0 $ 20,000 $ -- $ -- $ 20,000
Year ended December 31,
1998
Reserves and allowances
deducted from asset
accounts
Allowance for doubtful
accounts.............. $20,000 $255,000 $ -- $ -- $275,000
</TABLE>

REPORT OF INDEPENDENT AUDITORS

We have audited the accompanying balance sheets of Inforte Corp. as of
December 31, 1997 and 1998 and the related statements of operations,
stockholders' equity, and cash flows for each of the three years in the period
ended December 31, 1998 and have issued our report thereon dated October 15,
1999 (included elsewhere in this Registration Statement). Our audits also
included the financial statement schedule listed in Item 16(b) of this
Registration Statement. This schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits.

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

/s/ Ernst & Young LLP

Chicago, Illinois
October 15, 1999
<PAGE>

EXHIBIT INDEX

<PAGE>

Exhibit 3.1

CERTIFICATE OF INCORPORATION
OF

INFORTE CORP.

The name of the corporation is Inforte Corp.

The initial registered office of the corporation is to be located at
30 Old Rudnick Lane, Suite 100, in the City of Dover, in the County of Kent, in
the State of Delaware. The name of its initial registered agent at the address
is Lexis Document Services Inc.

The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

The total number of shares of capital stock which this corporation is
authorized to issue is fifty-five million (55,000,000), of which fifty million
(50,000,000) shares shall be common stock, $.001 par value per share ("Common
Stock"), and five million (5,000,000) shall be preferred stock, $.001 par value
per share ("Preferred Stock").

a. Common Stock.
------------

i. Each share of Common Stock shall, subject to provisions
contained elsewhere herein, have one vote, and except as provided by
resolutions adopted by this corporation's board of directors providing for
the issuance of any class or series of Preferred Stock, the exclusive
voting power for all purposes shall be vested in the holders of Common
Stock.

ii. Subject to any preferential rights of holders of Preferred
Stock, holders of Common Stock shall be entitled to receive their pro rata
share, based upon the number of shares of Common Stock held by them, of
such dividends or other distributions as may be declared by the board of
directors from time to time, and of any distribution, after the payment or
provision for payment of debts and other liabilities of this corporation,
of the assets of this corporation upon its liquidation, dissolution or
winding up, whether voluntary or involuntary.

-1-
<PAGE>

b. Preferred Stock.
---------------

i. The Preferred Stock may be issued from time to time in one or more
class or series pursuant to a resolution or resolutions providing for such
issue duly adopted by the board of directors (authority to do so being
hereby expressly vested in the board). The board of directors is further
authorized to determine or alter the rights, preferences, privileges and
restrictions granted to or imposed upon any wholly unissued class or series
of Preferred Stock and to fix the number of shares of any class or series
of Preferred Stock and the designation of any such class or series of
Preferred Stock. The board of directors, within the limits and restrictions
stated in any resolution or resolutions of the board of directors
originally fixing the number of shares constituting any class or series,
may increase or decrease (but not below the number of shares in any such
class or series then outstanding) the number of shares of any class or
series subsequent to the issue of shares of that class or series.

The authority of the board of directors with respect to each such
class or series shall include, without limitation of the foregoing, the right to
determine and fix:

(1) the distinctive designation of such class or series and the
number of shares to constitute such class or series;

(2) the rate at which dividends on the shares of such class or series
shall be declared and paid, or set aside for payment, whether dividends at
the rate so determined shall be preferential and cumulative or accruing,
and whether the shares of such class or series shall be entitled too any
participating or other dividends in addition to dividends at the rate so
determined, and if so, on what terms;

(3) the right or obligation, if any, of the corporation to redeem
shares of the particular class or series of Preferred Stock and, if
redeemable, the price, terms and manner of such redemption;

(4) the special and relative rights and preferences, if any, and the
amount or amounts per share, which the shares of such class or series shall
be entitled to receive upon any voluntary or involuntary liquidation,
dissolution or winding up of the corporation;

(5) the terms and conditions, if any, upon which shares of such class
or series shall be convertible into, or exchangeable for, shares of capital
stock of any other class or series, including the price or prices or the
rate or rates of conversion or exchange and the terms of adjustment, if
any;

(6) the obligation, if any, of the corporation to retire, redeem or
purchase shares of such class or series pursuant to a sinking fund or fund
of a similar nature or otherwise, and the terms and conditions of such
obligation;

-2-
<PAGE>

(7) voting rights, if any, on the issuance of additional shares of
such class or series or any shares of any other class or series of
Preferred Stock;

(8) limitations, if any, on the issuance of additional shares of such
class or series or any shares of any other class or series of Preferred
Stock; and

(9) such other preferences, powers, qualifications, special or
relative rights and privileges thereof as the board of directors of the
corporation, acting in accordance with this certificate of incorporation,
may deem advisable and are not inconsistent with law and the provisions of
this certificate of incorporation.

The name and mailing address of the incorporator is:

<TABLE>
<CAPTION>
Name Mailing Address
---- ---------------
<S> <C>
Edwin D. Mason Foley & Lardner
Suite 3300
330 North Wabash Avenue
Chicago, Illinois 60611-3608
</TABLE>

The corporation is to have perpetual existence.

c. Limitation of Liability. To the fullest extent permitted by the
-----------------------
General Corporation Law of the State of Delaware as the same exists or as may
hereafter be amended, a director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director.

d. Indemnification. The corporation may indemnify to the fullest
---------------
extent permitted by law any person made or threatened to be made a party to
an action or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that such person or his or her
testator or intestate is or was a director, officer or employee of the
corporation, or any predecessor of the corporation, or serves or served at
any other enterprise as a director, officer or employee at the request of
the corporation or any predecessor to the corporation.

e. Amendments. Neither any amendment nor repeal of this Article
----------
nor the adoption of any provision of the corporation's certificate of
incorporation inconsistent with this Article, shall eliminate or reduce the
effect of this Article, in respect of any matter occurring, or any action
or proceeding accruing or arising or that, but for this Article, would
accrue or arise, prior to such amendment, repeal or adoption of an
inconsistent provision.

-3-
<PAGE>

The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon the
stockholders herein are granted subject to this right.

f. Number of Directors. The number of directors which constitutes
-------------------
the whole board of directors of the corporation shall be designated in the
bylaws of the corporation. Upon the closing of the first sale of Common Stock by
the corporation pursuant to a registered public offering (the "IPO"), the
directors shall be divided into three classes, with such classes to be as nearly
equal in numbers as possible, with the term of office of the first class (Class
I) to expire at the first annual meeting of stockholders held after the IPO; the
term of office of the second class (Class II) to expire at the second annual
meeting of stockholders held after the IPO; the term of office of the third
class (Class III) to expire at the third annual meeting of stockholders held
after the IPO; and thereafter for each such term to expire at the third
succeeding annual meeting of stockholders after each such election.

g. Election of Directors. Election of directors need not be by
---------------------
written ballot unless bylaws of the corporation shall so provide.

In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter, amend or
repeal the bylaws of the corporation without the assent or vote of the
stockholders.

After the closing of the IPO, no action shall be taken by the
stockholders of the corporation except at an annual or special meeting of the
stockholders called in accordance with the bylaws and no action shall be taken
by the stockholders by written consent. After the closing of the IPO, the
affirmative vote of sixty-six and two-thirds percent (66 2/3%) of the then
outstanding voting securities of the corporation, voting together as a single
class, shall be required for the amendment, repeal or modification of the
provisions of Article IX, Article X or Article XI of this certificate of
incorporation or Sections 2.3 (Special Meeting), 2.4 (Notice of Stockholders'
Meetings), 2.5 (Advance Notice of Stockholder Nominees and Stockholder
Business), 2.10 (Voting), 2.12 (Stockholder Action by Written Consent Without a
Meeting), 3.2 (Number of Directors), Section 3.13 (Removal of Directors) or
Article IX (Amendments) of the corporation's bylaws.

Meetings of stockholders may be held within or without the State of
Delaware, as the bylaws may provide. The books of the corporation may be kept,
subject to any provision contained in the statutes, outside of the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the bylaws of the corporation.

-4-
<PAGE>

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 3rd day of December, 1999.

INCORPORATOR:

/s/ Edwin D. Mason
____________________________
Edwin D. Mason

-5-

<PAGE>

Exhibit 3.2

BYLAWS

INFORTE CORP.,
a Delaware corporation

ARTICLE I

CORPORATE OFFICES

1.1. REGISTERED OFFICE

The registered office of the corporation shall be in the City of
Wilmington, County of New Castle, State of Delaware. The name of the initial
registered agent of the corporation at such location is Lexis Document Services
Inc.

1.2. OTHER OFFICES

The board of directors may at any time establish other offices at any
place or places where the corporation is qualified to do business.

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1. PLACE OF MEETINGS

Meetings of stockholders shall be held at any place, either within or
without the State of Delaware, as may be designated by the board of directors or
in the manner provided in these bylaws. In the absence of any such designation,
stockholders' meetings shall be held at the registered office of the corporation
in the State of Delaware.

2.2. ANNUAL MEETING

The annual meeting of stockholders shall be held each year on a date
and at a time designated by the board of directors. In the absence of such
designation, the annual meeting of stockholders shall be held on the 3rd Monday
in May of each year. However, if such day falls on a legal holiday, then the
meeting shall be held at the same time and place on the next succeeding business
day. At the meeting, directors shall be elected and any other proper business
may be transacted.
<PAGE>

2.3. SPECIAL MEETING

A special meeting of the stockholders may be called at any time by the
board of directors, or by the chairman of the board, the chief executive
officer, or the president.

If a special meeting is called by any person or persons other than the
board of directors, the request shall be in writing, specifying the time of such
meeting and the general nature of the business proposed to be transacted, and
shall be delivered personally or sent by registered mail or by telegraphic or
other facsimile transmission to the chairman of the board, the chief executive
officer, the president or the secretary of the corporation. No business may be
transacted at such special meeting otherwise than specified in such notice. The
officer receiving the request shall cause notice to be promptly given to the
stockholders entitled to vote, in accordance with the provisions of Sections 2.4
and 2.6 of this Article II, that a meeting will be held at the time requested by
the person or persons calling the meeting, not less than ten (10) nor more than
sixty (60) days after the receipt of the request. Nothing contained in this
paragraph of this Section 2.3 shall be construed as limiting, fixing, or
affecting the time when a meeting of stockholders called by action of the board
of directors may be held.

2.4. NOTICE OF STOCKHOLDERS' MEETINGS

All notices of meetings with stockholders shall be in writing and
shall be sent or otherwise given in accordance with Section 2.6 of these bylaws
not less than ten (10) nor more than sixty (60) days before the date of the
meeting to each stockholder entitled to vote at such meeting. The notice shall
specify the place, date and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called.

2.5. ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS

Subject to the rights of holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon liquidation,

(i) nominations for the election of directors, and

(ii) business proposed to be brought before any stockholder meeting

may be made by the board of directors or proxy committee appointed by the board
of directors or by any stockholder entitled to vote in the election of directors
generally if such nomination or business proposed is otherwise proper business
before such meeting. However, any such stockholder may nominate one or more
persons for election as directors at a meeting or propose business to be brought
before a meeting, or both, only if such stockholder has given timely notice in
proper written form of their intent to make such nomination or nominations or to
propose such business. To be timely, such stockholder's notice must be delivered
to or mailed and received at the principal executive offices of the corporation
not less than one hundred twenty (120) calendar days in advance of the first
anniversary date of mailing of the corporation's proxy statement released to
stockholders in connection with the previous year's annual meeting of
stockholders; provided, however, that in the event that no annual meeting

-2-
<PAGE>

was held in the previous year or the date of the annual meeting has been changed
by more than thirty (30) days from the date contemplated at the time of the
previous year's proxy statement, notice by the stockholder to be timely must be
so received a reasonable time before the solicitation is made. To be in proper
form, a stockholder's notice to the secretary shall set forth:

(a) the name and address of the stockholder who intends to make the
nominations or propose the business and, as the case may be, of the person
or persons to be nominated or of the business to be proposed;

(b) representation that the stockholder is a holder of record of
stock of the corporation entitled to vote at such meeting and, if
applicable, intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice;

(c) if applicable, a description of all arrangements or
understandings between the stockholder and each nominee and any other
person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder;

(d) such other information regarding each nominee or each matter of
business to be proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the nominee been nominated, or
intended to be nominated, or the matter been proposed, or intended to be
proposed by the board of directors; and

(e) if applicable, the consent of each nominee to serve as director
of the corporation if so elected.

The chairman of the meeting shall refuse to acknowledge the nomination
of any person or the proposal of any business not made in compliance with the
foregoing procedure.

2.6. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

Written notice of any meeting of stockholders, if mailed, is given
when deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation. An
affidavit of the secretary or an assistant secretary or of the transfer agent of
the corporation that the notice has been given shall, in the absence of fraud,
be prima facie evidence of the facts stated therein.

2.7. QUORUM

The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum is not present or represented at any
meeting of the stockholders, then either (i) the chairman of the meeting or

-3-
<PAGE>

(ii) the stockholders entitled to vote thereat, present in person or represented
by proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present or
represented. At such adjourned meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted at
the meeting as originally noticed.

2.8. ADJOURNED MEETING; NOTICE

When a meeting is adjourned to another time or place, unless these
bylaws otherwise require, notice need not be given of the adjourned meeting if
the time and place thereof are announced at the meeting at which the adjournment
is taken. At the adjourned meeting the corporation may transact any business
that might have been transacted at the original meeting. If the adjournment is
for more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

2.9. CONDUCT OF BUSINESS

The chairman of any meeting of stockholders shall determine the order
of business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of business.

2.10. VOTING

The stockholders entitled to vote at any meeting of stockholders shall
be determined in accordance with the provisions of Section 2.13 of these bylaws,
subject to the provisions of Sections 217 and 218 of the Delaware General
Corporation Law (relating to voting rights of fiduciaries, pledgors and joint
owners of stock and to voting trusts and other voting agreements).

Except as may be otherwise provided in the certificate of
incorporation, each stockholder shall be entitled to one vote for each share of
capital stock held by such stockholder.

Notwithstanding the foregoing, if the stockholders of the corporation
are entitled, pursuant to Section 214 of the Delaware General Corporation Law,
to cumulate their votes in the election of directors, each such stockholder
shall be entitled to cumulate votes (i.e., cast for any candidate a number of
votes greater than the number of votes that such stockholder normally is
entitled to cast) only if the candidates' names have been properly placed in
nomination (in accordance with these bylaws) prior to commencement of the
voting, and the stockholder requesting cumulative voting has given notice prior
to commencement of the voting of the stockholder's intention to cumulate votes.
If cumulative voting is properly requested, each holder of stock, or of any
class or classes or of a series or series thereof, who elects to cumulate votes
shall be entitled to as many votes as equals the number of votes that (absent
this provision as to cumulative voting) he or she would be entitled to cast for
the election of directors with respect to his or her shares of stock multiplied
by the number of directors to be elected by him, and he or she may cast all of
such votes for single director or

-4-
<PAGE>

may distribute them among the number to be voted for, or for any two or more of
them, as he or she may see fit.

2.11. WAIVER OF NOTICE

Whenever notice is required to be given under any provision of the
Delaware General Corporation Law or of the certificate of incorporation or these
bylaws, a written waiver, signed by the person entitled to notice, whether
before or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice unless so
required by the certificate of incorporation or these bylaws.

2.12. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Unless otherwise provided in the certificate of incorporation, any
action required to be taken at any annual or special meeting of stockholders of
a corporation, or any action that may be taken at any annual or special meeting
of such stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted.

Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing. If the action which is consented to is such as
would have required the filing of a certificate under any section of the
Delaware General Corporation Law if such action had been voted on by
stockholders at a meeting thereof, then the certificate filed under such section
shall state, in lieu of any statement required by such section concerning any
vote of stockholders, that written notice and written consent have been given as
provided in Section 228 of the Delaware General Corporation Law.

2.13. RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

In order that the corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the board of directors may fix, in advance, a record date, which shall
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.

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If the board of directors does not so fix a record date:

(i) The record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of business on
the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held.

(ii) The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the board of directors is necessary, shall be the first date on which a
signed written consent is delivered to the corporation.

(iii) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for the
adjourned meeting.

2.14. PROXIES

Each stockholder entitled to vote at a meeting of stockholders or to express
consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by a written
proxy, signed by such stockholder and filed with the secretary of the
corporation, but no such proxy shall be voted or acted upon after three (3)
years from its date, unless the proxy provides for a longer period. A proxy
shall be deemed signed if such stockholder's name is placed on the proxy by any
reasonable means, including, but not limited to, by facsimile signature, manual
signature, typewriting, telegraphic transmission or otherwise, by such
stockholder or such stockholder's attorney-in-fact. The revocability of a proxy
that states on its face that it is irrevocable shall be governed by the
provisions of Section 212(e) of the Delaware General Corporation Law.

2.15. LIST OF STOCKHOLDERS ENTITLED TO VOTE

The officer who has charge of the stock ledger of a corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. Such list shall
presumptively determine the identity of the stockholders entitled to vote at the
meeting and the number of shares held by each of them.

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ARTICLE III

DIRECTORS

3.1. POWERS

Subject to the provisions of the Delaware General Corporation Law and
any limitations in the certificate of incorporation or these bylaws relating to
action required to be approved by the stockholders or by the outstanding shares,
the business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the board of directors.

3.2. NUMBER OF DIRECTORS

The board of directors shall consist initially of three (3) members.
The number of directors may be changed by an amendment to this bylaw, duly
adopted by the board of directors or by the stockholders. Upon the closing of
the first sale of the corporation's common stock pursuant to a registered public
offering (the "IPO"), the directors shall be divided into three classes, with
such classes to be as nearly equal in number as possible, with the term of
office of the first class to expire at the first annual meeting of stockholders
held after the IPO; the term of office of the second class to expire at the
second annual meeting of stockholders held after the IPO; the term of office of
the third class to expire at the third annual meeting of stockholders held after
the IPO; and thereafter for each such term to expire at each third succeeding
annual meeting of stockholders held after such election.

No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office expires.

3.3. ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

Except as provided in Section 3.4 of these bylaws, directors shall be
elected at each annual meeting of stockholders to hold office until the next
annual meeting or, upon the closing of the IPO, upon expiration of their terms
as provided in Section 3.2 of these bylaws. Directors need not be stockholders
of the corporation. Each director, including a director elected to fill a
vacancy, shall hold office until his successor is elected and qualified or until
his earlier resignation or removal.

Elections of directors need not be by written ballot.

3.4. RESIGNATION AND VACANCIES

Any director may resign at any time upon written notice to the
attention of the Secretary of the corporation. When one or more directors shall
resign from the board of directors, effective at a future date, a majority of
the directors then in office, including those who have so resigned, shall have
power to fill such vacancy or vacancies, the vote thereon to

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take effect when such resignation or resignations shall become effective, and
each director so chosen shall hold office as provided in this section in the
filling of other vacancies.

Unless otherwise provided in the certificate of incorporation or these
bylaws:

(i) Vacancies and newly created directorships resulting from any
increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a single class may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director.

(ii) Whenever the holders of any class or classes of stock or series
thereof are entitled to elect one or more directors by the certificate of
incorporation, vacancies and newly created directorships of such class or
classes or series may be filled by a majority of the directors elected by such
class or classes or series thereof then in office, or by a sole remaining
director so elected.

If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the person or estate
of a stockholder, may call a special meeting of stockholders in accordance with
the provisions of the certificate of incorporation or these bylaws, or may apply
to the Court of Chancery for a decree summarily ordering an election as provided
in Section 211 of the Delaware General Corporation Law.

If, at the time of filling any vacancy or any newly created
directorship, the directors then in office constitute less than a majority of
the whole board (as constituted immediately prior to any such increase), then
the Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent (10%) of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office as aforesaid,
which election shall be governed by the provisions of Section 211 of the
Delaware General Corporation Law as far as applicable.

3.5. PLACE OF MEETINGS; MEETINGS BY TELEPHONE

The board of directors of the corporation may hold meetings, both
regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the certificate of incorporation or
these bylaws, members of the board of directors, or any committee designated by
the board of directors, may participate in a meeting of such board of directors,
or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting pursuant to this section shall
constitute presence in person at the meeting.

3.6. REGULAR MEETINGS

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Regular meetings of the board of directors may be held without notice
at such time and at such place as shall from time to time be determined by the
board.

3.7. SPECIAL MEETINGS; NOTICE

Special meetings of the board of directors for any purpose or purposes
may be called at any time by the chairman of the board, the chief executive
officer or the president.

Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown on the records of the corporation. If the notice is mailed, it
shall be deposited in the United States mail at least four (4) days before the
time of the holding of the meeting. If the notice is delivered personally or by
telephone or by telegram, it shall be delivered personally or by telephone or to
the telegraph company at least forty-eight (48) hours before the time of the
holding of the meeting. Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the director
who the person giving the notice has reason to believe will promptly communicate
it to the director. The notice need not specify the purpose or, if the meeting
is to be held at the principal executive office of the corporation, the place of
the meeting.

3.8. QUORUM

At all meetings of the board of directors, a majority of the
authorized number of directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors, except as
may be otherwise specifically provided by statute, the certificate of
incorporation, or these bylaws. If a quorum is not present at any meeting of the
board of directors, then the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum is present.

A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.

3.9. WAIVER OF NOTICE

Whenever notice is required to be given under any provision of the
Delaware General Corporation Law, the certificate of incorporation, or these
bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when such person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the directors, or members of a committee of directors, need be specified in
any written waiver of notice unless so required by the certificate of
incorporation or these bylaws.

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3.10. BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Unless otherwise restricted by the certificate of incorporation or
these bylaws, any action required or permitted to be taken at any meeting of the
board of directors, or of any committee thereof may be taken without a meeting
if all members of the board or committee, as the case may be, consent thereto in
writing and the writing or writings are filed with the minutes of proceedings of
the board or committee.

3.11. FEES AND COMPENSATION OF DIRECTORS

Unless otherwise restricted by the certificate of incorporation or
these bylaws, the board of directors shall have the authority to fix the
compensation of directors.

3.12. APPROVAL OF LOANS TO OFFICERS

The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its
subsidiary, including any officer or employee who is a director of the
corporation or its subsidiary, whenever, in the judgment of the directors, such
loan, guaranty or assistance may reasonably be expected to benefit the
corporation. The loan, guaranty or other assistance may be with or without
interest and may be unsecured, or secured in such manner as the board of
directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation. Nothing contained in this section shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.

3.13. REMOVAL OF DIRECTORS

Unless otherwise restricted by statute, by the certificate of
incorporation or by these bylaws, any director or the entire board of directors
may be removed, with or without cause, by the holders of a majority of the
shares then entitled to vote at an election of directors; provided, however,
that, (i) upon the closing of the IPO and the classification of the board of
directors as provided in Section 3.2 of these bylaws, stockholders may effect
such removal only for cause and (ii) if stockholders of the corporation are
entitled to cumulative voting, if less than the entire board is to be removed,
no director may be removed without cause if the votes cast against his removal
would be sufficient to elect such director if then cumulatively voted at an
election of the entire board of directors or, if there be classes of directors,
at an election of the class of directors of which such director is a part.

No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of such director's term
of office.

ARTICLE IV

COMMITTEES

4.1. COMMITTEES OF DIRECTORS

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The board of directors may, by resolution passed by a majority of the
whole board, designate one or more committees, with each committee to consist of
one or more of the directors of the corporation. The board may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another member of
the board of directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, or in the bylaws of the corporation, shall
have and may exercise all the powers and authority of the board of directors in
the management of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers that may require it; but
no such committee shall have the power or authority (i) approving or adopting or
recommending to the stockholders, any action or matter expressly required by the
Delaware General Corporation Law to be submitted to stockholders for approval or
(ii) adopting, amending, or repealing any bylaws of the corporation; and, unless
the board resolution establishing the committee, the bylaws or the certificate
of incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to adopt
a certificate of ownership and merger pursuant to Section 253 of the Delaware
General Corporation Law.

4.2. COMMITTEE MINUTES

Each committee shall keep regular minutes of its meetings and report
the same to the board of directors when required.

4.3. MEETINGS AND ACTION OF COMMITTEES

Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of Article III of these bylaws, Section
3.5 (place of meetings and meetings by telephone), Section 3.6 (regular
meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum),
Section 3.9 (waiver of notice), and Section 3.10 (action without a meeting),
with such changes in the context of those bylaws as are necessary to substitute
the committee and its members for the board of directors and its members;
provided, however, that the time of regular meetings of committees may be
determined either by resolution of the board of directors or by resolution of
the committee, that special meetings of committees may also be called by
resolution of the board of directors and that notice of special meetings of
committees shall also be given to all alternate members, who shall have the
right to attend all meetings of the committee. The board of directors may adopt
rules for the government of any committee not inconsistent with the provisions
of these bylaws.

ARTICLE V

OFFICERS

5.1. OFFICERS

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The officers of the corporation shall be a president, a secretary, and
a chief financial officer. The corporation may also have, at the discretion of
the board of directors, a chairman of the board, chief executive officer, one or
more vice presidents, one or more assistant vice presidents, one or more
assistant secretaries, one or more assistant treasurers, and any such other
officers as may be appointed in accordance with the provisions of Section 5.3 of
these bylaws. Any number of offices may be held by the same person.

5.2. APPOINTMENT OF OFFICERS

The officers of the corporation, except such officers as may be
appointed in accordance with the provisions of Sections 5.3 or 5.5 of these
bylaws, shall be appointed by the board of directors, subject to the rights, if
any, of an officer under any contract of employment.

5.3. SUBORDINATE OFFICERS

The board of directors may appoint, or empower the president to
appoint, such other officers and agents as the business of the corporation may
require, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in these bylaws or as the board of
directors may from time to time determine.

5.4. REMOVAL AND RESIGNATION OF OFFICERS; FILLING VACANCIES

Any officer may be removed, either with or without cause, by an
affirmative vote of the majority of the board of directors at any regular or
special meeting of the board or, except in the case of an officer chosen by the
board of directors, by any officer upon whom such power of removal may be
conferred by the board of directors. Any removal shall be without prejudice to
the rights, if any, of any contract of employment to which the officer is a
party.

Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.

Any vacancy occurring in any office of the corporation shall be filled
by the board of directors.

5.5. CHAIRMAN OF THE BOARD

The chairman of the board, if such an officer be elected, shall, if
present, preside at meetings of the board of directors and exercise and perform
such other powers and duties as may from time to time be assigned to the
chairman of the board by the board of directors or as may be prescribed by these
bylaws. If there is no president and no one has been appointed chief executive
officer, then the chairman of the board shall also be the chief

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executive officer of the corporation and shall have the powers and duties
prescribed in Section 5.6 of these bylaws.

5.6. CHIEF EXECUTIVE OFFICER

The board of directors shall select a chief executive officer of the
corporation who shall be subject to the control of the board of directors and
have general supervision, direction and control of the business and the officers
of the corporation. The chief executive officer shall preside at all meetings of
the stockholders and, in the absence or nonexistence of a chairman of the board,
at all meetings of the board of directors.

5.7. PRESIDENT

The president shall have the general powers and duties of management
usually vested in the office of president of a corporation and shall have such
other powers and duties as may be prescribed by the board of directors or these
bylaws. In addition and subject to such supervisory powers, if any, as may be
given by the board of directors to the chairman of the board, if no one has been
appointed chief executive officer, the president shall be the chief executive
officer of the corporation and shall, subject to the control of the board of
directors, have the powers and duties described in Section 5.6.

5.8. VICE PRESIDENTS

In the absence or disability of the president, the vice presidents, if
any, in order of their rank as fixed by the board of directors or, if not
ranked, a vice president designated by the board of directors, shall perform all
the duties of the president and when so acting shall have all the powers of, and
be subject to all the restrictions upon, the president. The vice presidents
shall have such other powers and perform such other duties as from time to time
may be prescribed for them respectively by the board of directors, these bylaws,
the president or the chairman of the board.

5.9. SECRETARY

The secretary shall keep or cause to be kept, at the principal
executive office of the corporation or such other place as the board of
directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors, and stockholders. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at directors'
meetings or committee meetings, the number of shares present or represented at
stockholders' meetings, and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the board of
directors, a share register, or a duplicate share register, showing the names of
all stockholders and their addresses, the number and classes of shares held by
each, the number and date of certificates evidencing such shares, and the number
and date of cancellation of every certificate surrendered for cancellation.

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The secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the board of directors required to be given by law or
by these bylaws. The secretary shall keep the seal of the corporation, if one be
adopted, in safe custody and shall have such other powers and perform such other
duties as may be prescribed by the board of directors or by these bylaws.

5.10. CHIEF FINANCIAL OFFICER

The chief financial officer shall keep and maintain, or cause to be
kept and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.

The chief financial officer shall deposit all moneys and other
valuables in the name and to the credit of the corporation with such
depositories as may be designated by the board of directors. The chief financial
officer shall disburse the funds of the corporation as may be ordered by the
board of directors, shall render to the president and directors, whenever they
request it, an account of all his transactions as chief financial officer and of
the financial condition of the corporation, and shall have other powers and
perform such other duties as may be prescribed by the board of directors or
these bylaws.

The chief financial officer shall be the treasurer of the corporation.

5.11. ASSISTANT SECRETARY

The assistant secretary, or, if there is more than one, the assistant
secretaries in the order determined by the stockholders or board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the secretary or in the event of his or her inability
or refusal to act, perform the duties and exercise the powers of the secretary
and shall perform such other duties and have such other powers as may be
prescribed by the board of directors or these bylaws.

5.12. ASSISTANT TREASURER

The assistant treasurer, or, if there is more than one, the assistant
treasurers, in the order determined by the stockholders or board of directors
(or if there be no such determination, then in the order of their election),
shall, in the absence of the chief financial officer or in the event of his or
her inability or refusal to act, perform the duties and exercise the powers of
the chief financial officer and shall perform such other duties and have such
other powers as may be prescribed by the board of directors or these bylaws.

5.13. REPRESENTATION OF SHARES OF OTHER CORPORATIONS

The chairman of the board, the chief executive officer, the president,
any vice president, the chief financial officer, the secretary or assistant
secretary of this corporation, or any other person authorized by the board of
directors or the president or a vice president, is

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authorized to vote, represent, and exercise on behalf of this corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of this corporation. The authority granted herein may be
exercised either by such person directly or by any other person authorized to do
so by proxy or power of attorney duly executed by such person having the
authority.

5.14. AUTHORITY AND DUTIES OF OFFICERS

In addition to the foregoing authority and duties, all officers of the
corporation shall respectively have such authority and perform such duties in
the management of the business of the corporation as may be designated from time
to time by the board of directors or the stockholders.

ARTICLE VI

INDEMNITY

6.1. THIRD PARTY ACTIONS

The corporation shall 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
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement (if such settlement is approved
in advance by the corporation, which approval shall not be unreasonably
withheld) actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which the person reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that the person's
conduct was unlawful.

6.2. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION

The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director, officer, employee or
agent of corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) and amounts paid in settlement (if such settlement is approved in advance
by the corporation,

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which approval shall not be unreasonably withheld) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper. Notwithstanding any other provision of this
Article VI, no person shall be indemnified hereunder for any expenses or amounts
paid in settlement with respect to any action to recover short-swing profits
under Section 16(b) of the Securities Exchange Act of 1934, as amended.

6.3. SUCCESSFUL DEFENSE

To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 6.1 and 6.2, or in defense of
any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.

6.4. DETERMINATION OF CONDUCT

Any indemnification under Sections 6.1 and 6.2 (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that the indemnification of the director, officer, employee
or agent is proper in the circumstances because such person has met the
applicable standard of conduct set forth in Sections 6.1 and 6.2. Such
determination shall be made (1) by the Board of Directors or the Executive
Committee by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding or (2) or if such quorum is not
obtainable or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders. Notwithstanding the foregoing, a director, officer, employee or
agent of the Corporation shall be entitled to contest any determination that the
director, officer, employee or agent has not met the applicable standard of
conduct set forth in Sections 6.1 and 6.2 by petitioning a court of competent
jurisdiction.

6.5. PAYMENT OF EXPENSES IN ADVANCE

Expenses incurred in defending a civil or criminal action, suit or
proceeding, by an individual who may be entitled to indemnification pursuant to
Section 6.1 or 6.2, shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director, officer, employee or agent to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in this Article VI.

6.6. INDEMNITY NOT EXCLUSIVE

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The indemnification and advancement of expenses provided by or granted
pursuant to the other sections of this Article VI shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.

6.7. INSURANCE INDEMNIFICATION

The corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted against
such person and incurred by such person in any such capacity or arising out of
such person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability under the provisions of
this Article VI.

6.8. THE CORPORATION

For purposes of this Article VI, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under and subject to the provisions of this Article VI (including,
without limitation, the provisions of Section 6.4) with respect to the resulting
or surviving corporation as such person would have with respect to such
constituent corporation if its separate existence had continued.

6.9. EMPLOYEE BENEFIT PLANS

For purposes of this Article VI, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this Article
VI.

6.10. CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

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The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VI shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

ARTICLE VII

RECORDS AND REPORTS

7.1. MAINTENANCE AND INSPECTION OF RECORDS

The corporation shall, either at its principal executive office or at
such place or places as designated by the board of directors, keep a record of
its stockholders listing their names and addresses and the number and class of
shares held by each stockholder, a copy of these bylaws as amended to date,
accounting books, and other records.

Any stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent so to act on
behalf of the stockholder. The demand under oath shall be directed to the
corporation at its registered office in Delaware or at its principal place of
business.

The officer who has charge of the stock ledger of the corporation
shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, showing the address of each stockholder
and the number of shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least ten (10)
days prior to the meeting, either at a place within the city where the meeting
is to be held, which place shall be specified in the notice of the meeting, or,
if not so specified, at the place where the meeting is to be held. The list
shall also be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is present.

7.2. INSPECTION BY DIRECTORS

Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders, and its other books and records for a
purpose reasonably related to his position as a director. The Court of Chancery
is hereby vested with the exclusive jurisdiction to determine whether a director
is entitled to the inspection sought. The Court may summarily order the
corporation to permit the director to inspect any and all books and records, the
stock ledger, and the stock list and to make copies or extracts therefrom. The
Court may, in its

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discretion, prescribe any limitations or conditions with reference to the
inspection, or award such other and further relief as the Court may deem just
and proper.

7.3. ANNUAL STATEMENT TO STOCKHOLDERS

The board of directors shall present at each annual meeting, and at
any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

ARTICLE VIII

GENERAL MATTERS

8.1. CHECKS

From time to time, the board of directors shall determine by
resolution which person or persons may sign or endorse all checks, drafts, other
orders for payment of money, notes or other evidences of indebtedness that are
issued in the name of or payable to the corporation, and only the persons so
authorized shall sign or endorse those instruments.

8.2. EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

The board of directors, except as otherwise provided in these bylaws,
may authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the board of directors or within the agency
power of an officer, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount.

8.3. STOCK CERTIFICATES; PARTLY PAID SHARES

The shares of the corporation shall be represented by certificates,
provided that the board of directors of the corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
its stock shall be uncertificated shares. Any such resolution shall not apply to
shares represented by a certificate until such certificate is surrendered to the
corporation. Notwithstanding the adoption of such a resolution by the board of
directors, every holder of stock represented by certificates and upon request
every holder of uncertificated shares shall be entitled to have a certificate
signed by, or in the name of the corporation by the chairman or vice-chairman of
the board of directors, or the president or vice-president, and by the chief
financial officer or an assistant treasurer, or the secretary or an assistant
secretary of such corporation representing the number of shares registered in
certificate form. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate has ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if such person were
such officer, transfer agent or registrar at the date of issue.

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The corporation may issue the whole or any part of its shares as
partly paid and subject to call for the remainder of the consideration to be
paid therefor. Upon the face or back of each stock certificate issued to
represent any such partly paid shares, upon the books and records of the
corporation in the case of uncertificated partly paid shares, the total amount
of the consideration to be paid therefor and the amount paid thereon shall be
stated. Upon the declaration of any dividend on fully paid shares, the
corporation shall declare a dividend upon partly paid shares of the same class,
but only upon the basis of the percentage of the consideration actually paid
thereon.

8.4. SPECIAL DESIGNATION ON CERTIFICATES

If the corporation is authorized to issue more than one class of stock or more
than one series of any class, then the powers, the designations, the
preferences, and the relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the corporation shall
issue to represent such class or series of stock; provided, however, that,
except as otherwise provided in Section 202 of the General Corporation Law of
Delaware, in lieu of the foregoing requirements there may be set forth on the
face or back of the certificate that the corporation shall issue to represent
such class or series of stock a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, the designations,
the preferences, and the relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

8.5. LOST CERTIFICATES

Except as provided in this Section 8.5, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and canceled at the same time. The corporation
may issue a new certificate for stock or uncertificated shares in the place of
any certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate or uncertificated shares.

8.6. CONSTRUCTION; DEFINITIONS

Unless the context requires otherwise, the general provisions, rules
of construction, and definitions in the Delaware General Corporation Law shall
govern the construction of these bylaws. Without limiting the generality of this
provision, the singular number includes the plural, the plural number includes
the singular, and the term "person" includes both a corporation and a natural
person.

8.7. DIVIDENDS

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The directors of the corporation, subject to any restrictions
contained in (i) the Delaware General Corporation Law or (ii) the certificate of
incorporation, may declare and pay dividends upon the shares of its capital
stock. Dividends may be paid in cash, in property, or in shares of the
corporation's capital stock.

The directors of the corporation may set apart out of any of the funds
of the corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve. Such purposes shall include but not be
limited to equalizing dividends, repairing or maintaining any property of the
corporation, and meeting contingencies.

8.8. FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the
board of directors and may be changed by the board of directors.

8.9. SEAL
The corporation may adopt a corporate seal, which shall be adopted and
which may be altered by the board of directors, and may use the same by causing
it or a facsimile thereof to be impressed or affixed or in any other manner
reproduced.

8.10. TRANSFER OF STOCK

Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction in its books.

8.11. STOCK TRANSFER AGREEMENTS

The corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock of
the corporation to restrict the transfer of shares of stock of the corporation
of any one or more classes owned by such stockholders in any manner not
prohibited by the Delaware General Corporation Law.

8.12. REGISTERED STOCKHOLDERS

The corporation shall be entitled to recognize the exclusive right of
a person registered on its books as the owner of shares to receive dividends and
to vote as such owner, shall be entitled to hold liable for calls and
assessments the person registered on its books as the owner of any shares
described in the second paragraph of Section 8.3, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of another person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Delaware.

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ARTICLE IX

AMENDMENTS

The bylaws of the corporation may be adopted, amended or repealed by
the stockholders entitled to vote in accordance with the terms of the
certificate of incorporation; provided, however, that the corporation may, in
its certificate of incorporation, confer the power to adopt, amend or repeal
bylaws upon the directors. The fact that such power has been so conferred upon
the directors shall not divest the stockholders of the power, nor limit their
power to adopt, amend or repeal bylaws.

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CERTIFICATE OF ADOPTION OF

BYLAWS

INFORTE CORP.

CERTIFICATE OF SECRETARY

The undersigned hereby certifies that he is the duly elected,
qualified, and acting Secretary of Inforte Corp. and that the foregoing Bylaws,
comprising twenty-two (22) pages, were adopted as the Bylaws of the corporation
on December 3, 1999 by the board of directors of the corporation.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
affixed the corporate seal this 3rd day of December 1999.

/S/ Stephen C.P. Mack
____________________________
Stephen C.P. Mack, Secretary

<PAGE>

EXHIBIT 10.2

[LOGO OF CITIBANK]

Inforte Corp. an Illinois Corporation
One Prudential Plaza
130 East Randolph, Suite 1400
Chicago, IL 60601

LOAN AGREEMENT

THIS LOAN AGREEMENT is made effective on this 16th day of September 1999 by each
person or entity signing below (jointly and severally called "Borrower"),
Citibank, FSB ("Citibank") and each person signing below as Guarantor, if any.

LOAN: This Loan Agreement shall provide for the loan (referred to as "Loan")
selected below.

[X] Revolving Line of Credit Loan. Citibank shall make funds available to
Borrower from time to time, (the "Advances") which Borrower may borrow, repay
and reborrow up to, but not including, the maturity date in the promissory note,
in an aggregate amount outstanding not to exceed at any time the principal
amount of $2,500,000.00. All Advances shall be evidenced by and bear interest as
provided in Citibank's form of promissory note which shall be duly signed and
delivered to Citibank by Borrower (the "Revolving Line of Credit Note") and all
notes taken in renewal, modification, addition or substitution.

[X] Revolving Line of Credit Borrowing Base: Citibank shall make the Advances to
Borrower under the Revolving Line of Credit Loan up to the lesser of the line of
credit maximum amount or an amount equal to the sum of: (i) 75% of the total
amount of Borrower's accounts which are no more than 90 days old from the date
of original invoice ("Eligible Accounts Receivable") and (ii) ____ % of
inventory [_] not to exceed $______ ("Eligible Inventory") and (iii)
__________________ ("Other Eligible Collateral"), less the sum of: (a) the
outstanding balance already advanced on the Revolving Line of Credit; (b) [_]
term loans of $ _____________; and (c) [_] any outstanding letters of credit.
The amount so calculated shall be the "Revolving Line of Credit Borrowing Base".
If the Revolving Line of Credit Borrowing Base, at any time during the term of
the Revolving Line of Credit Loan, is less than the outstanding principal
balance under the Revolving Line of Credit Loan, Borrower shall, upon demand
from Citibank, remit an amount sufficient to reduce the outstanding balance to
the maximum amount then allowable. Citibank may, in its absolute discretion,
notify Borrower at any time of the exclusion of any account or other item from
the Borrowing Base. In any event, the Eligible Accounts Receivable shall not
include any account subject to any defense or amount of offset, accounts due
from any government body, accounts from payors outside of the United States,
retainage and all other accounts deemed unacceptable by Citibank, in its sole
discretion. Eligible receivables shall be further reduced to the extent that
deferred revenues exceed accounts receivable and for any pre-bills.

[X] Revolving Line of Credit Borrowing Base Certificate: Borrower shall provide
a Borrowing Base Certificate to Citibank within 15 days after the end of each
month and at other times when reasonably requested by Citibank, showing the
amount of the Revolving Line of Credit Borrowing Base as of the end of the
period reported, with information requested by, and acceptable to, Citibank in
form and content and signed by an authorized representative of Borrower.

[_] Revolving Line of Credit Clean-up Period: Borrower shall pay in full all
outstanding principal and accrued interest on any Revolving Line of Credit Loan
and shall refrain from any borrowings for a period of _____ consecutive days
during its term, or each consecutive twelve-month period, whichever is shorter.

LOAN PURPOSE: Borrower represents and warrants that the purpose of any Loan is
for a commercial purpose and not for a personal, consumer or household purpose.
Borrower acknowledges that Citibank is relying upon this warranty as a material
inducement for approval of any loan.

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COLLATERAL: Each Loan shall be secured by the property categories selected below
(the "Collateral"):

[X] Accounts, Equipment and Inventory. A perfected first-lien position on all
accounts, equipment and inventory of Inforte Corp., an Illinois
Corporation owned as of the date of this Loan Agreement, as well as all
accounts receivable, equipment and inventory which is acquired later.

[_] Lien on Real Estate. An ALTA title insured __first__ junior lien on the
real property owned by _________ ______________________________________
located at ___________________________________________________
_________________ and legally described in a Mortgage or similarly named
security agreement. A separate assignment of rents and all leases, if any,
on the real property shall be signed and delivered to Citibank, at
Citibank's option.

[_] Assignment of Life Insurance. An assignment of life insurance on the life
of _________________________________________________ in an amount not to be
less than $ _______________ and evidenced by documents acceptable to
Citibank.

[_] Assignment of Certificate of Deposit. A pledge and assignment to Citibank
of the funds represented by a certain certificate of deposit purchased by
______ from, and held by, Citibank in the principal amount of $___________
and any and all additions, extensions, or renewals. The pledge and
assignment shall be effective until the full repayment of any and all
Loans.

[_] Letter of Credit. At Borrower's cost, a clean irrevocable standby letter of
credit naming Citibank as beneficiary in the amount of $ ________ which
shall: (i) be issued by a bank acceptable to Citibank in its sole
discretion; (ii) be maintained until the Borrower's Loan indebtedness to
Citibank is paid in full; (iii) be payable by sight draft; (iv) be drawn
upon if either the Loan indebtedness of Borrower to Citibank shall be in
default or the letter of credit is not renewed, and (v) for a term of at
least one year, or until the loan maturity date, within thirty (30) days
prior to its expiration date.

[_] Other. ____________________________________________________________________
___________________________________________________________________________

Borrower Deposit Collateral: All deposits of Borrower at Citibank, either
credited to Borrower or due from Citibank from time to time, shall constitute
Collateral security for all present and future indebtedness of Borrower to
Citibank. Citibank may elect to apply or to set off funds if the Borrower is in
default of any agreement with Citibank, without notice to or consent from the
borrower, and whether or not other Collateral is considered by Citibank to be
adequate to secure the indebtedness.

Collateral for all Other Loans: The Collateral shall also secure any and all
other Citibank loans to Borrower, including, but not limited to, overdrafts
advanced to, or for the benefit of, Borrower, whether the loans are made now or
in the future.

Decline in Collateral Value: If the fair market value of the property pledged as
Collateral for any Loan shall, at any time, suffer any decline in value, or
should Citibank deem any Collateral property be deemed to be unsatisfactory or
inadequate for any reason, the Borrower shall either: (i) upon request, deliver
to Citibank additional or substitute Collateral or (ii) on demand from
Citibank, pay down the outstanding balance of any Loan to the sole satisfaction
of Citibank. Failure to comply with this covenant shall constitute a default of
the Loan Documents (defined below). Determination of the value of property
securing any Loan shall be at the exclusive discretion of Citibank.

GUARANTOR: The repayment of any Loan shall be guaranteed by Phillip Bligh,
Stephen Mack and Ronald Meyer (called "Guarantor" whether one or more).

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INSURANCE: Borrower will keep its insurable property adequately insured at all
times by financially sound reputable insurers acceptable to Citibank against
risk of loss from fire, flood, extended casualty and other risks customarily
insured against by companies in a similar business which a prudent owner and
operator of the business of Borrower would maintain. Any policy evidencing
insurance coverage shall: (i) include a loss payable clause listing Citibank as
an additional loss payee, (ii) provide that Citibank must be given at least
thirty (30) days prior written notice of any cancellation or termination of the
policy, and (iii) must provide coverage for Citibank notwithstanding any act or
neglect of Borrower. Borrower shall maintain a policy of comprehensive general
liability insurance with limits of liability of not less than $2,500,000.00
combined single limit for bodily injury and property damage. Such policy shall
contain a broad form combined general liability endorsement (including products
and completed operations). If Borrower is a legal or medical professional,
Borrower shall maintain professional malpractice insurance from an insurer and
in an amount acceptable to Citibank, in its sole discretion. Citibank may
reasonably require additional types and amounts of insurance and Borrower agrees
to obtain and to maintain it after receipt of notice from Citibank that it is
required.

CONDITIONS FOR ANY LOAN: Citibank's obligation to provide or to fund all or any
portion of any Loan, and any extension of credit set forth in the Loan
Documents, will be conditioned upon the following:

(i) No material adverse change in the condition, financial or otherwise, of
Borrower, any Guarantor, or the Collateral, and no action, suit or
proceeding shall be instituted or threatened relating to any Loan, the
Borrower, any Guarantor or the Collateral;

(ii) Provide the organizational documents that Citibank shall request and a
resolution from the Borrower, or any Guarantor, authorizing the
execution, delivery and performance of all of the Loan Documents by
Borrower, or any Guarantor, and all acts and transactions required or
contemplated in them;

(iii) Receipt of an appraisal report on real estate Collateral, if applicable,
ordered by Citibank from an appraiser acceptable to Citibank and in form
and content acceptable to Citibank, in its sole discretion;

(iv) Receipt of a Phase I environmental assessment report on real estate
Collateral, if applicable, ordered by Citibank from a consultant
acceptable to Citibank showing an environmental condition of the real
estate Collateral and in form and content acceptable to Citibank, in its
discretion;

(v) Receipt of a survey report on real estate Collateral, if applicable,
ordered by Citibank from a provider acceptable to Citibank in form and
content acceptable to Citibank, in its sole discretion;

(vi) Execution and delivery to Citibank of all Loan Documents that Citibank
may reasonably require to consummate any Loan, all in form and substance
satisfactory to Citibank and its counsel;

(vii) Borrower shall hold harmless, indemnify and defend Citibank from any and
all claims, actions, damages, costs and expenses of any nature incurred
by, or asserted against, Citibank which, in any manner arise out of
Borrower's business, because Borrower is a party to any Loan or which are
related to any Collateral;

(viii) Borrower shall not be in default of any of the terms of the Loan;

(ix) All indebtedness [[_]including interest] of Borrower to shall be
subordinated to repayment of all Loans by a subordination agreement, in
form and substance acceptable to Citibank and its counsel;

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<PAGE>

(x) Provide, at reasonable times during normal business hours, consistent
with applicable law and relevant to the performance by the Borrower of
the terms of the Loan Documents, as often as Citibank shall reasonably,
request: (a) access to the premises of Borrower and to the records of
Borrower's business operations, (b copies of or excerpts from Borrower's
business records, and (c) discussion of the general business affairs,
finances and accounts of Borrower with Borrower, its financial and
operations executives, or its designated representatives;

(xi) [_] Other: ______________________________________________________________
_________________________________________________________________________

SIGNIFICANT COVENANTS Not in limitation of any other covenants which may be
required by Citibank in the Loan Documents, during the term of any Loan or for
so long as any portion of it is outstanding, Borrower, and any Guarantor to the
extent that any provision shall apply to a guarantor, shall comply with the
covenants selected below:

[X] Provide signed copies of Guarantors filed state and federal income tax
returns with all schedules and attachments when filed, accompanied by
updated personal financial statements, signed and dated on Citibank's form;

[X] Provide within 120 days from the end of each year end accounting period,
audited financial statements for Borrower, and, if applicable: (i) signed
by an authorized representative acceptable to Citibank and (ii) prepared by
a CPA acceptable to Citibank;

[X] Provide within 45 days from the end of each quarter end accounting period,
company prepared financial statements for Borrower, and, if applicable:
(i) signed by an authorized representative acceptable to Citibank and (ii)
prepared by a CPA acceptable to Citibank;

[X] Provide within 15 days of each calendar month end; a company-prepared
statement listing all of Borrower's [X] accounts receivable [_] accounts
payable [_] inventory and [X] other borrowing base certificate, with
agings;

[_] Not, without Citibank's prior written consent, make any loans to others,
including, but not limited to, affiliates, subsidiaries, officers,
directors and employees exceeding, in the aggregate, $_____________.

[_] Not, without Citibank's prior written consent, incur any obligations except
for those incurred in the ordinary course of its business;

[X] Maintain a Current Assets to Current Liabilities ratio of not less than 1.0
to 1.00, with Current Assets defined as all current assets less prepaid
items plus all loans and advances to officers and employees and with
Current Liabilities defined as the aggregate amount of all liabilities
falling due or payable on demand within one year;

[X] Maintain a ratio of Total Liabilities to Tangible Net Worth [[X] plus
subordinated debt] of not greater than 3.0 to 1.00, with Total Liabilities
defined as the aggregate amount of all liabilities less subordinated debt
and Tangible Net Worth defined as Net Worth [[X] plus subordinated debt]
less all intangibles, including goodwill and loans to others;

[X] Maintain a minimum Tangible Net Worth [[X] plus subordinated debt] of at
least $1,750.000.00;

[_] Maintain a minimum Working Capital level of at least $ _________ with
Working Capital defined as ___________________________________________;

[_] Maintain a debt service coverage ratio of not less than ______, defined as
______________________________________________________________;

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[_] Not request advances under the Loan for the purpose of purchasing fixed
assets or the making of investments;

[_] Not make investments or expenditures for fixed or capital assets including
capital leases, in any one fiscal or calendar year of Borrower in excess of
$ _____________;

[X] Maintain at Citibank Borrower's primary bank accounts for business
operations;

[_] Not permit officer salaries and other compensation, in any form in any one
fiscal or calendar year of Borrower, to exceed, in the aggregate,
$ __________;

[_] Not permit any material change in its day-to-day management personnel to
occur, including without limitation, the involvement of the following
person or persons:

[_] Provide a waiver of the landlord's lien for unpaid rent and subordination
of the landlord's lien in favor of Citibank's security interest in all
Collateral located on business premises leased by Borrower.

[_] Provide insurance on the lives of Borrower's principal shareholders and key
business executives in the amount of $ ___________ from an insurer
acceptable to Citibank.

[_] Comply with the terms of the SBA Authorization and Loan Agreement, a copy
of which is attached to this Loan Agreement, satisfy SBA credit and program
eligibility criteria for a loan guarantee, and provide all documents either
to Citibank or to the SBA which are required for a guaranteed loan.

[X] Not pledge assets as security for any debt without the prior written
consent of Citibank.

[X] Other: All Citibank facilities to borrowers and guarantors shall be cross
------------------------------------------------------------------
collateralized for security purposes and cross defaulted for loan terms and
---------------------------------------------------------------------------
conditions.
----------
___________________________________________________________________________
________________________________________________________________________________

EVENTS OF DEFAULT: At Citibank's option, any of the following shall constitute a
"default":

(i) Any sum owing under a note, or any other indebtedness of the Borrower to
Citibank, is not paid as agreed;

(ii) Any petition or application for a custodian, as defined by any chapter of
Title 11, United States Code, as amended from time to time (the
"Bankruptcy Code") or for any form of relief under any provision of the
Bankruptcy Code or any other law pertaining to reorganization, insolvency
or readjustment of debts is filed by or against the Borrower, any
partnership of which the Borrower is a partner, or any surety or
Guarantor of any Loan under this Loan Agreement, or their respective
assets or affairs;

(iii) The Borrower, any partnership of which the Borrower is a partner or any
surety or Guarantor, makes an assignment for the benefit of creditors, is
not paying debts as they become due, or is granted an order for relief
under any chapter of the Bankruptcy Code;

(iv) A custodian, as defined by the Bankruptcy Code, takes charge of any of
Borrower's property, any property of any partnership of which the
Borrower is a partner, or any property of any surety or Guarantor;

(v) Garnishment, attachment, levy or execution is issued against any of the
Collateral or other property of the Borrower, or any partnership of which
the Borrower is a partner, or any surety or Guarantor.

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(vi) The death, dissolution determination of existence of the Borrower or
Guarantor (including the death of an individual Borrower or Guarantor);

(vii) There is any /2/ default or breach of any representation, warranty or
covenant, /3/ or there is any /4/ false statement or material omission,
by the Borrower under any document forming part of the transaction under
which the Borrower is indebted to Citibank;

(viii) Citibank, in good faith (as defined in the Uniform Commercial Code),
determines that any of the following is impaired: /5/ (a) the prospect
of payment by the Borrower, or any surety or Guarantor, (b) the
Collateral, or (c) Citibank's credit risk;

(ix) Any provision of this Loan Agreement or the Loan Documents is not
performed when due; /6/

(x) Failure of Borrower or any Guarantor, at all times during the term of
any Loan, to engage in a business of the same general type conducted on
the effective date of this Loan Agreement;

(xi) Failure of Borrower, Guarantor and each subsidiary, if any, to maintain
its organizational existence and good standing in the jurisdiction of
its formation and to qualify, and remain qualified, to transact business
in each jurisdiction in which required to do so; /7/

(xii) Borrower or Guarantor merges, consolidates, changes its organizational
structure /8/, or acquires all, or substantially all, of the assets, or
the business of, any other person or legal entity; however, any
subsidiary of Borrower or Guarantor may merge into any other subsidiary;

(xiii) Borrower sells or transfers all, or substantially all, of the assets of
its business, whether or not there is a change in the organizational
structure or ownership of Borrower, or

(xiv) The existence of an event of default under any other agreement with
Citibank, whether or not the agreement is one of the Loan Documents.
/9/

Upon the occurrence of any default, all Loans or other obligations under this
Loan Agreement and under any Loan Document, shall, at the option of Citibank,
become immediately due and payable, without presentment for payment, diligence,
grace, exhibition of any note, protest, further demand or notice of any kind,
all of which are expressly waived. Citibank may exercise any remedy at law, in
equity, or under any Loan Document.

CONSENT TO LOAN SALE: Borrower consents to a Citibank sale or transfer, whether
now or later, of any interest in any Loan to any purchaser. Citibank may deliver
information about any Loan to any purchaser or prospective purchaser. Any sale
or transfer of an interest shall be without recourse to Citibank, and Citibank
shall have no obligation to give notice to Borrower or any Guarantor or to
obtain any consent. Borrower and any Guarantor agree that any purchaser shall be
the absolute owner of the Loan and that the purchaser may enforce its rights
without regard to any personal claims or defenses of Borrower or Guarantor
against Citibank. Borrower and Guarantor waive all right of offset or
counterclaim which may exist, now or later, against Citibank or any purchaser.

AUTOMATIC PAYMENT AUTHORIZATION: Borrower voluntarily authorizes Citibank to
access a Citibank business checking account for interest, principal or fees of
any kind due under this Loan Agreement or the Loan Documents. Administrative
charges shall not exceed $250.00.

6
<PAGE>

INFORMATION TO OTHERS: Borrower authorizes Citibank to furnish any information
in its possession, however acquired, concerning the Borrower, or any affiliate,
to any person or entity, for any purpose which Citibank in good faith believes
to be proper to the extent allowed by law. Citibank's ability to disclose shall
include, but shall not be limited to, disclosure to any actual or prospective
lender, any actual or prospective participant in a loan between Borrower and
Citibank, and prospective purchaser of securities issued, or to be issued by
Citibank, in response to a valid order from any governmental body or regulatory
agency, to an actual or prospective transferee of all or a portion of a Loan to
another financial institution, or to any affiliate.

EXPENSES: Whether or not Borrower signs or delivers Loan Documents to Citibank,
all /11/ expenses, not limited to internal or external legal fees, a Collateral
appraisal fee, a survey fee, title insurance premiums, title company closing
costs, recording fees and an environmental assessment fee, if applicable, plus
all costs incurred in connection with the documenting, maintaining and
enforcing, including, but not limited to, court costs and attorney fees, of any
Loan shall be paid by the Borrower. Payment shall be promptly made within ten
(10) days of receipt of written demand for payment from Citibank. If not paid,
Citibank may offset the amount due from any Borrower funds on deposit at
Citibank.

CONTINUING AGREEMENT, LOAN DOCUMENTS, CONFLICTING TERMS: This Loan Agreement is
a continuing agreement that shall survive the signing and delivery by Borrower
and any Guarantor to Citibank of all other documents required to implement its
terms ("Loan Documents"). In the event that any provision of this Loan Agreement
shall conflict with a provision of any Loan Document, the provisions of the Loan
Document shall control.

NOTICE: Notices under this Loan Agreement shall be in writing and delivered
personally or deposited, postage prepaid and properly addressed, with a
nationally recognized overnight courier such as "Federal Express", or deposited
in the United States Mail, postage prepaid, certified or registered mail with
return receipt requested.

If to Borrower: If to Citibank:
Inforte Corp., an Illinois Corporation Citibank, and F.S.B.
One Prudential Plaza CitiBusiness(SM) Lending
130 East Randolph 500 West Madison Street
Suite 1400 Chicago, IL 60661
Attention: Philip Bligh Attention: Credit Manager

MISCELLANEOUS AGREEMENTS: Borrower, and any Guarantor, agree:

(i) To give Citibank timely prior written notice of any change of (a) personal
residence or place of business, (b) insurance coverage on the Collateral,
(c) legal name or legal business structure (d) location of any Collateral
to a place outside of the state in which it is located on the effective
date of this Loan Agreement;

(ii) Acceptance by Citibank of any performance which does not comply strictly
with these terms shall not be deemed to be a waiver or bar of any right of
Citibank, a release of any Collateral or accord and satisfaction of any
Loan; and

(iii) Any sums or property owed to Borrower or any Guarantor by Citibank may be
offset at any time against liability to Citibank;

(iv) Borrower is, and shall remain, subject to the personal and subject matter
jurisdiction of the Courts of the State of Illinois, including the Federal
District Court for the Northern District of Illinois, for all purposes
pertaining to this Loan Agreement and Loan Documents.

7
<PAGE>

YEAR 2000 COMPLIANCE: Borrower represents and warrants to Citibank that both a
comprehensive review and assessment of the Borrower's computer applications and
inquiry of Borrower's key suppliers, customers and vendors has been made about
the "Year 2000 Problem" (defined as the risk that computer applications may not
be able to perform properly when performing date-sensitive functions after
December 31, 1999) and, that, based on that review and inquiry, the Borrower
does not believe that the Year 2000 Problem will result in a material adverse
change in the Borrower's business condition (financial or otherwise),
operations, properties or prospects, or ability to repay any Loan. Borrower
waives the right to assert the Year 2000 Problem as a defense to performance of
any obligation under the Loan Documents.

GENERAL: All words used shall be construed to be of such gender and number as
the circumstances require. Paragraph headings are descriptive only. This Loan
Agreement and the Loan Documents shall be binding upon the heirs, personal
representatives, successors and assigns of Borrower or any Guarantor and shall
benefit Citibank, its successors and assigns. This Loan Agreement and the Loan
Documents constitute the entire agreement among all parties concerning the
subjects addressed.

GOVERNING LAW: This Loan Agreement shall be deemed to be made under and shall be
governed by Federal laws, and, to the extent not preempted by Federal laws, the
laws of the State of Illinois, in all respects, including matters of
construction, validity and performance, and it is understood and agreed that
none of its terms or provisions may be waived, altered, modified or amended
except in a written document signed by all parties to be bound.

WAIVER OF TRIAL BY JURY: BORROWER AND ANY GUARANTOR WAIVES ANY RIGHT TO TRIAL
BY JURY [N ANY ACTION ON, OR RELATING TO, THIS LOAN AGREEMENT AND THE LOAN
DOCUMENTS.

ACKNOWLEDGMENTS: Each Borrower, and any Guarantor, acknowledges to Citibank
that: (i) the Loan Documents are signed and delivered voluntarily to Citibank as
full legal consideration for any Loan requested; (ii) the Loan Documents are
necessary to enable Citibank to reach any jointly held Collateral in the event
of a default and relied upon by Citibank in granting credit approval for a Loan.

Please evidence your acceptance of the foregoing by signing and returning to
Citibank this Loan Agreement and corresponding loan documents with your
signature on or before September 10, 1999, the date this Loan Agreement (if not
accepted prior thereto) will expire.

IN CONSIDERATION OF the above agreements and conditions, Borrower and Citibank
have signed this Loan Agreement effective on the day shown above.

Citibank F.S.B. BORROWER:
Borrower Name: Inforte Corp., an Illinois
Corporation

/s/ Jon Spoerry Signature: /s/ Philip Bligh
- -------------------------- -----------------------------------
By: Jon Spoerry Typed name of signer Philip Bligh
Its: Vice President Signer Title: Chief Executive Officer

8
<PAGE>

The Signature of any person signing below as Guarantor, if any, shall be for the
purpose of agreeing to the performance of any other provisions applicable to a
Guarantor.

/s/ Philip Bligh
- ---------------------------------------------
Philip Bligh

/s/ Stephen C.P. Mack
- ---------------------------------------------
Stephen C.P. Mack

/s/ Ron Meyer
- ---------------------------------------------
Ron Meyer

9
<PAGE>

Rider to Loan Agreement
-----------------------

Rider 1: , which failure to pay is not been cured within 15 days after the
due date;

Rider 2: material

Rider 3: , which breach or default is not cured within 15 days after
written notice thereof to Borrower,

Rider 4: material

Rider 5: in any material respect

Rider 6: , which failure to perform is not cured within 15 days after the
date in which performance was due

Rider 7: , where failure to qualify would have a material adverse effect
on Borrower or upon Citibank's rights under this Loan Agreement
or the Loan Documents.

Rider 8: (other than reincorporation of Borrower in another state of
incorporation, provided Borrower provides Citibank with notice of
such reincorporation at least 30 days prior to its occurrence and
Borrower's principal place of business remains in the State of
Illinois)

Rider 9: , which event of default is not cured within 15 days after
written notice thereof to Borrower

Rider 10: reasonably

Rider 11: reasonable

Borrower Acknowledgement (Please initial) PSB,
------------

<PAGE>

Exhibit 10.3

AMENDED AND RESTATED 1995 INCENTIVE STOCK OPTION PLAN
-----------------------------------------------------
(as amended through December 31, 1997)

1. Purpose. The purpose of the amended and restated 1995 incentive stock
-------
option plan (the "Plan") is to provide additional incentive to key employees of
Inforte Corp., an Illinois corporation (formerly known as InfoEdge, Inc.) (the
"Company"), to continue and increase their efforts to improve operating results
and to encourage such employees to secure or increase on reasonable terms their
stock ownership in the Company. The board of directors of the Company (the
"Board") believes the Plan will promote increased incentive in the welfare of
the Company by those who are primarily responsible for shaping and carrying out
the long-range plans of the Company and securing its continued growth and
financial success.

2. Effective Date. The Plan, as approved by the shareholders of the Company,
--------------
became effective as of September 1, 1995 and was amended and restated effective
as of December 31, 1997.

3. Shares Subject to Plan. The stock to be subject to options under the Plan
----------------------
shall be shares of the Company's common stock, no par value ("Stock"), either
authorized and unissued or treasury shares. The maximum number of shares of
Stock which may be issued pursuant to the exercise of options granted under the
Plan ("Options") is Four Million Nine Hundred Thousand (4,900,000), subject to
the adjustments provided in paragraph 16 below.

Four Million Nine Hundred Thousand (4,900,000) shares of authorized but
unissued Stock will be reserved for issue upon exercise of Options, subject to
the adjustments provided in paragraph 16 below; provided, however, that the
number of shares of such authorized but unissued Stock so reserved may from time
to time be reduced to the extent that a corresponding amount of issued and
outstanding Stock has been purchased by the Company and set aside for issue upon
the exercise of Options.

If any Options shall expire or terminate for any reason without having been
exercised in full, the unpurchased shares subject thereto shall again be
available for further grants under the Plan.

4. Administration. The Plan shall be administered by the Board. Subject to
--------------
the express provisions of the Plan, the Board shall have complete authority, in
its discretion, to determine those key employees ("Participants") to whom
Options shall be granted. In making such determinations, the Board may take
into account the nature of the services rendered by the respective Participants,
their present and potential contributions to the success of the Company, and
such other factors as the Board in its discretion shall deem relevant. Subject
to the express provisions of the Plan, the Board shall also have complete
authority to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan, to determine the terms and provisions of the
respective Option agreements (which need not be identical), to determine whether
the shares delivered upon exercise of Options will be treasury shares or will be

-1-
<PAGE>

authorized but previously unissued shares and to make all other determinations
necessary or advisable for the administration of the Plan. The Board's
determinations on the matters referred to in this paragraph shall be conclusive.

5. Eligibility. An Option may be granted only to an officer or other key
-----------
employee of the Company and of its present and future subsidiaries. A
"subsidiary" shall be deemed to be any corporation in which the Company owns
fifty percent (50%) or more of the outstanding capital stock entitled to vote
for the election of directors.

6. Option Price. The Option price per share will be determined by the Board
------------
at the time the Option is granted, but shall not be less than one hundred
percent (100%) of the fair market value, as determined by the Board, of a share
of Stock on the date of grant.

7. Option Period. The term of each Option will be for such period not
-------------
exceeding ten (10) years (five (5) years in the case of a 10 percent owner (as
defined below)) from the date of grant as the Board shall determine. An Option
shall be considered granted on the date the Board acts to grant the Option or
such later date as the Board shall specify. Each Option shall be subject to
earlier termination as described under paragraph 12, below.

8. Exercise of Option. Each Option may be exercised at such times and
------------------
subject to such terms and conditions as the Board may specify in the applicable
Option or thereafter and the restrictions in paragraph 12, below.

9. Ten-Percent Owners. Anything in this Plan to the contrary
------------------
notwithstanding, the following terms and conditions shall apply to Options
granted hereunder to a "10-percent owner." For this purpose, a "10-percent
owner" shall mean a Participant who, at the time the Option is granted, owns
stock possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company or of any subsidiary thereof. With respect to a
10-percent owner, the price at which shares of Stock may be purchased under an
Option granted pursuant to this Plan shall be not less than 100 percent of the
fair market value thereof, with said fair market value being determined in the
manner described at paragraph 6, above.

10. Limits on Incentive Stock Options. The aggregate fair market value, as
---------------------------------
determined by the Board, of the Stock with respect to which Incentive Stock
Options are exercisable for the first time by a Participant during any calendar
year under all plans of the Company and its subsidiaries shall not exceed One
Hundred Thousand Dollars ($100,000), and any grant of an Incentive Stock Option
that is in excess of such limit shall be treated as a Non-Qualified Option. For
purposes of this paragraph, the fair market value of the Stock subject to an
Incentive Stock Option shall be determined as of the date the Incentive Stock
Option is granted.

11. Payment for Option. Within five (5) business days following the date of
------------------
exercise, the Participant shall make full payment of the Option price (i) in
cash; (ii) with the consent of the Board, by tendering previously acquired
shares of Stock (valued at their fair

-2-
<PAGE>

market value, as determined by the Board, as of the date of exercise); or (iii)
with the consent of the Board, any combination of (i) or (ii).

Shares of Stock tendered shall be duly endorsed in blank or accompanied by
stock powers duly endorsed in blank. Upon receipt of the payment of the entire
Option price for the shares so purchased, certificates for such shares shall be
delivered to the Participant.

12. Termination of Employment. No Option may be exercised more than (a)
-------------------------
thirty (30) days after a Participant terminates his employment with the Company
for any reason other than death or disability as determined by the Board and (b)
six (6) months after a Participant terminates his employment with the Company by
reason of death or disability as determined by the Board.

13. Nontransferability of Options. Options under the Plan are not
-----------------------------
transferable otherwise than by will or the laws of descent and distribution and
may be exercised during the lifetime of a Participant only by such Participant.

14. Stock Transfer Restrictions. Shares of Stock purchased under the Plan
---------------------------
may not be sold or otherwise disposed of except (a) pursuant to an effective
registration statement under the Securities Act of 1933, as amended ("Act"), or
in a transaction which, in the opinion of counsel for the Company, is exempt
from registration under the Act; and (b) in compliance with state securities
laws. Further, as a condition to issuance of shares of Stock purchased under
the Plan, the Participant or his heirs, legatees or legal representatives, as
the case may be, shall execute and deliver to the Company a Shareholders
Agreement in such form as the Board may from time to time adopt. The Board may
waive the foregoing restrictions, in whole or in part, in any particular case or
cases or may terminate such restrictions whenever the Board determines that such
restrictions afford no substantial benefit to the Company.

15. Agreements. Options granted pursuant to the Plan shall be evidenced by
----------
agreements in such form as the Board shall from time to time adopt
("Agreements"). The Agreements shall constitute binding contracts between the
Company and each Participant, and every Participant, upon acceptance of such
Agreement, shall be bound by the terms and restrictions of the Plan and the
Agreement. The terms of the Agreement shall be in accordance with the Plan, but
may include additional provisions and restrictions, provided that the same are
not inconsistent with the Plan.

16. Adjustment of Number of Shares. In the event that a dividend shall be
------------------------------
declared upon the Stock payable in shares of Stock, the number of shares of
Stock then subject to any Option and the number of shares reserved for issuance
pursuant to the Plan but not yet covered by an Option, shall be adjusted by
adding to each such share the number of shares which would be distributable
thereon if such share had been outstanding on the date fixed for determining the
shareholders entitled to receive such stock dividend. In the event that the
outstanding shares of Stock shall be changed into or exchanged for a different
number or kind of shares of stock or other securities of the Company or of
another corporation, whether through reorganization, recapitalization, stock
split-up, combination of shares, merger or consolidation,

-3-
<PAGE>

then there shall be substituted for each share of Stock reserved for issuance
pursuant to the Plan, but not yet covered by an Option, the number and kind of
shares of stock or other securities into which each outstanding share of Stock
shall be so changed or for which each such share shall be exchanged. In the
event of any sale of assets, merger, consolidation, combination or other
corporate reorganization or restructuring of the Company with or into another
corporation which results in the outstanding shares of Stock being converted
into or exchanged for different securities, cash or other property, or any
combination thereof ("Acquisition Consideration"), then, subject to the
provisions of the Plan and any limitations set forth in the Agreement, each
holder of an Option or portion thereof that is vested and exercisable as of the
effective date of any such transactions (the "Acquisition Date") shall have the
right thereafter and during the remaining term of the Option to receive, upon
exercise thereof, the Acquisition Consideration that the holder would have been
entitled to receive for Stock acquired through the exercise of the Option
immediately prior to the Acquisition Date. Each holder of an Option or portion
thereof that is not vested and exercisable as of the Acquisition Date shall not
be entitled to receive upon the exercise thereof the Acquisition Consideration,
unless otherwise determined by the Company and the other party or parties to the
transaction.

In the event there shall be any change, other than as specified above in this
paragraph, in the number or kind of outstanding shares of Stock or of any stock
or other securities into which such Stock shall have been changed or for which
it shall have been exchanged, then if the Board shall in its sole discretion
determine that such change equitably requires an adjustment in the number or
kind of shares theretofore reserved for issuance pursuant to the Plan, but not
yet covered by an Option, and of the shares then subject to outstanding Options,
such adjustment shall be made by the Board and shall be effective and binding
for all purposes of the Plan and of each Option. The Option price in each
agreement for each share of Stock or other securities substituted or adjusted as
provided for in this paragraph shall be determined by dividing the Option price
in such agreement for each share prior to such substitution or adjustment by the
number of shares or the fraction of a share substituted for such share or to
which such share shall have been adjusted. No adjustment or substitution
provided for in this paragraph shall require the Company in any agreement to
sell a fractional share, and the total substitution or adjustment with respect
to each Option shall be limited accordingly.

Notwithstanding any other provision of the Plan, the Board may authorize the
issuance, continuation or assumption of Options or provide for other equitable
adjustments after changes in the Stock resulting from any other merger,
consolidation, sale of assets, acquisition of property or stock,
recapitalization, reorganization or similar occurrence upon such terms and
conditions as it may deem equitable and applicable.

17. Redesignation as Non-Qualified Option. If an Option at any time fails to
-------------------------------------
meet the requirements for Incentive Stock Options under Section 422 of the
Internal Revenue Code of 1986, as amended, such Option shall be treated as a
Non-Qualified Option for Federal income tax purposes automatically without
further action by the Board, effective as of the first date on which any such
requirement was not met. The requirements for Incentive Stock Options under
Section 422 of the Internal Revenue Code of 1986, as amended, include minimum
holding period requirements that specify that the stock acquired upon exercise
of an Incentive Stock

-4-
<PAGE>

Option must be held for at least two years from the date of grant and one year
from the date of exercise.

18. Withholding. The Company shall be entitled to withhold the amount of any
-----------
tax attributable to any shares of Stock deliverable under the Plan after giving
the person entitled to receive such shares notice as far in advance as
practicable, and the Company may defer making delivery if any such tax may be
pending unless and until indemnified to its satisfaction. The Board may, in its
discretion and subject to such rules as it may adopt, permit a Participant to
pay all or a portion of the federal, state and local withholding taxes arising
in connection with a disqualifying disposition of Stock received upon the
exercise of an Incentive Stock Option, by electing to deliver previously owned
shares of Stock, having a Fair Market Value equal to the amount to be withheld;
provided, however, that the Participant may not settle such obligations with
Stock that is received upon exercise of the Option that gives rise to the
withholding requirement and; provided, further, that the amount to be withheld
shall not exceed the Participant's estimated total federal, state and local tax
obligations associated with the transaction. The election must be made on or
before the date as of which the amount of tax to be withheld is determined and
otherwise as required by the Board. The Board may establish such procedures as
it deems appropriate for the settling of any withholding obligations with shares
of Stock.

19. Compliance with Legal Requirements. The Plan, the granting and
----------------------------------
exercising of Options thereunder, and the other obligations of the Company under
the Plan, shall be subject to all applicable federal and state laws, rules and
regulations, and to such approvals by any regulatory or governmental agency as
may be required. To the extent required by applicable law, the Company shall
provide to Participants, on an annual basis, a copy of the financial statements
of the Company.

-5-

<PAGE>

Exhibit 10.4

AMENDED AND RESTATED
INFORTE CORP.
1997 INCENTIVE COMPENSATION PLAN

1. Purpose

The purpose of the Amended and Restated Inforte Corp. 1997 Incentive
Compensation Plan (the "Plan") is to promote the best interests of Inforte Corp.
(together with any successor thereto, the "Company") and its Subsidiaries as
defined in Section 424(f) of the Internal Revenue Code of 1986, as amended (the
"Code"), and any entities of which at least twenty percent (20%) of the equity
interest is held directly or indirectly by the Company (together "Affiliates"),
by encouraging and providing for the acquisition of an equity interest in the
success of the Company by employees, non-employee members of the Board of
Directors and certain consultants and advisors and by enabling the Company and
its Affiliates to attract and retain the services of such individuals upon whose
judgment, interest, skills, and special effort the successful conduct of their
operations is largely dependent.

2. Effective Date

The Plan was originally effective on December 31, 1997. This Amended
and Restated Plan shall become effective on the date on which the shares of the
Company's common stock are first sold to the public pursuant to an effective
registration statement filed by the Company under the Securities Act of 1933, as
amended (the "1933 Act"), subject, however, to approval of the Amended and
Restated Plan by the stockholders of the Company within twelve (12) months of
the date of adoption of the Amended and Restated Plan by the Board of Directors
of the Company (the "Board"). Notwithstanding the foregoing, the increase in
the number of shares of common stock of the Company available for issuance under
the Plan as provided in the first sentence of Section 5.1 shall be effective on
the date such increase is adopted by the Board, subject, however, to approval by
the stockholders of the Company within twelve (12) months of the date the share
increase is adopted by the Board.

3. Administration

The Plan shall be administered by a Committee (the "Committee")
appointed by the Board, which shall be composed of not less than two directors,
each of whom is not an employee of the Company. If at any time the Committee
shall not be in existence, the Board shall administer the Plan, and in such
case, all references to the Committee herein shall include the Board.

Subject to the express provisions of the Plan, the Committee shall
have complete authority, in its discretion, to determine those individuals to
whom awards shall be granted. In making such determinations, the Committee may
take into account the nature of the services rendered by the respective
individuals, their present and potential contributions to the success of the
Company, and such other factors as the Committee in its discretion shall deem
relevant.

-1-
<PAGE>

Subject to the express provisions of the Plan, the Committee shall also have
complete authority to determine the types of awards and the number of shares
covered by the awards; to interpret the Plan; to prescribe, amend and rescind
rules and regulations relating to the Plan; to determine the terms, conditions,
performance criteria, restrictions and other provisions of such awards (which
need not be identical among awards or participants); and to make all other
determinations necessary or advisable for the administration of the Plan. The
Committee's determinations on the matters referred to in this paragraph shall be
conclusive. Except to the extent prohibited by applicable law or the applicable
rules of a stock exchange, the Committee may allocate all or any portion of its
responsibilities and powers to any one or more of its members and may delegate
all or any part of its responsibilities and powers to any person or persons
selected by it, other than with respect to participants who are subject to
Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16
Participants"). To the extent the Committee has delegated any of its authority
and responsibility hereunder to another person or persons, references to the
Committee herein shall include such other person or persons as appropriate.

4. Eligibility and Participation

Participants in the Plan shall be selected by the Committee from among
those employees and non-employee directors of the Company and its Affiliates,
and consultants and advisors providing valuable services to the Company or an
Affiliate, as the Committee may designate from time to time (the
"Participants"). The Committee shall consider such factors as it deems
appropriate in selecting Participants and in determining the type and amount of
their respective awards. The Committee's designation of a Participant in any
year shall not require the Committee to designate such person to receive an
award in any other year.

5. Stock Subject to Plan

a. Number. Subject to adjustment as provided in Section 5.3, the maximum
------
number of shares of common stock of the Company, $.001 par value ("Stock"),
which may be issued under the Plan shall be four million (4,000,000), plus an
annual increase to be added on the first day of the Company's fiscal year
beginning in 2001 equal to the lesser of (i) one million (1,000,000) shares of
Stock; (ii) five percent (5%) of the outstanding shares of Stock on such date;
or (iii) an amount determined by the Board. No Participant shall be granted
benefits under the Plan that could result in the Participant receiving in any
single fiscal year of the Company (a) options for, and/or stock appreciation
rights with respect to, more than one million (1,000,000) shares of Stock; (b)
benefits relating to more than one million (1,000,000) shares of restricted
stock; (c) more than one million (1,000,000) performance shares in respect of
any period designated under Section 10.2; or (d) performance units exceeding one
million dollars ($1,000,000.00) in value in respect of any period designated
under Section 10.3. In all cases, determination under this Section 5 shall be
made in a manner that is consistent with the exemption for performance-based
compensation provided by Section 162(m) of the Code (or any successor provision
thereto) and any regulations promulgated thereunder. The shares to be delivered
under the Plan may consist, in whole or in part, of authorized but unissued
Stock or treasury Stock.

-2-
<PAGE>

b. Unused Stock; Unexercised Rights. If any shares of Stock covered by an
--------------------------------
award granted under the Plan, or to which any award relates, are forfeited or if
an award otherwise terminates, expires or is canceled prior to the delivery of
all of the shares of Stock or of other consideration issuable or payable
pursuant to such award, then the number of shares of Stock counted against the
number of shares available under the Plan in connection with the grant of such
award, shall again be available for the granting of additional awards under the
Plan to the extent determined to be appropriate by the Committee.
Notwithstanding the foregoing, in the event of the cancellation of a stock
option or stock appreciation right with respect to a Participant to whom Section
162(m) of the Code applies, the shares of Stock subject to such cancelled option
or stock appreciation right shall continue to be counted against the maximum
number of shares or rights which may be granted to the Participant under the
Plan.

c. Adjustment in Capitalization. In the event that the Committee shall
----------------------------
determine that any dividend or other distribution (whether in the form of cash,
Stock, other securities or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Stock or other securities of the Company,
issuance of warrants or other rights to purchase Stock or other securities of
the Company, or other similar corporate transaction or event affects the Stock
such that an adjustment is determined by the Committee to be appropriate in
order to prevent dilution or enlargement of the awards or potential awards
intended to be made available under the Plan, then the Committee may, in such
manner as it may deem equitable, adjust any or all of (a) the number and type of
shares of Stock subject to the Plan and which thereafter may be made the subject
of awards under the Plan; (b) the number and type of shares of Stock subject to
outstanding awards; and (c) the grant, purchase or exercise price with respect
to any award, or, if deemed appropriate, make provision for a cash payment to
the holder of an outstanding award; provided, however, in each case, that with
respect to awards of incentive stock options no such adjustment shall be
authorized to the extent that such authority would cause such options to cease
to be treated as incentive stock options; and provided further, however, that
the number of shares of Stock subject to any award payable or denominated in
Stock shall always be a whole number.

6. Term of the Plan

No award shall be granted under the Plan after December 31, 2007.
However, unless otherwise expressly provided in the Plan or in an applicable
award agreement, any award theretofore granted may extend beyond such date and,
to the extent set forth in the Plan, the authority of the Committee to amend,
alter, adjust, suspend, discontinue or terminate any such award, or to waive any
conditions or restrictions with respect to any such award, and the authority of
the Board to amend the Plan, shall extend beyond such date.

7. Stock Options

a. Grant of Options. Options may be granted to Participants at any time and
----------------
from time to time as shall be determined by the Committee. The Committee shall
have complete discretion in determining the number, terms and conditions of
options granted to a Participant. The

-3-
<PAGE>

Committee also shall determine whether an option is intended to be an incentive
stock option within the meaning of Section 422 of the Code or a nonqualified
stock option; provided, however, that only Participants who are employees of the
Company or one of its Subsidiaries at the time of grant may receive grants of
incentive stock options.

b. Incentive Stock Options.
-----------------------

i. Exercise. Except as provided in (b) below, incentive stock options will be
--------
exercisable at option prices of not less than one hundred percent (100%) of the
fair market value of the Stock on the date of grant and will be exercisable over
not more than ten (10) years after the date of grant. For purposes of the Plan,
the fair market value of a share of Stock on the date in question shall mean the
closing sales price of such share on such date on the principal exchange on
which the Stock is then traded as reported in The Wall Street Journal, or, if no
such sale shall have been made on that date, then on the last preceding day on
which there was such a sale ("Fair Market Value"). If the preceding sentence is
inapplicable, then Fair Market Value shall be determined in good faith by the
Committee.

ii. Ten-Percent Owners. Anything in this Plan to the contrary notwithstanding,
------------------
the following terms and conditions shall apply to incentive stock options
granted hereunder to a "10-percent owner." For this purpose, a "10-percent
owner" shall mean a Participant who, at the time the incentive stock option is
granted, owns stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or of any Subsidiary
thereof. With respect to a 10-percent owner, the price at which shares of Stock
may be purchased under an incentive stock option granted pursuant to this Plan
shall be not less than one hundred ten percent (110%) of the Fair Market Value
thereof. Incentive stock options granted to a 10-percent owner will be
exercisable over not more than five (5) years after the date of grant.

iii. Termination in Employment. Except as otherwise provided by the Committee,
-------------------------
no incentive stock option may be exercised more than (i) three (3) months after
a Participant terminates his employment with the Company or Subsidiary for any
reason other than death or disability as determined by the Committee or (ii)
twelve (12) months after a Participant terminates his employment with the
Company or Subsidiary by reason of death or disability as determined by the
Committee. In all other respects, the terms of any incentive stock option
granted under the Plan are intended to comply with the provisions of Section 422
of the Code (or any successor provision thereto) and any regulations promulgated
thereunder.

iv. Limits on Incentive Stock Options. To the extent required by the Code, the
---------------------------------
aggregate Fair Market Value of the Stock with respect to which incentive stock
options are exercisable for the first time by a Participant during any calendar
year under all plans of the Company and its Subsidiaries shall not exceed one
hundred thousand dollars ($100,000), and any grant of an incentive stock option
that is in excess of such limit shall be treated as a nonqualified stock option.
For purposes of this paragraph, the Fair Market Value of the Stock subject to an
incentive stock option shall be determined as of the date the incentive stock
option is granted.

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<PAGE>

v. Redesignation as Nonqualified Stock Option. If an incentive stock option
------------------------------------------
at any time fails to meet the requirements of Section 422 of the Code, such
option, to the extent the requirements of Section 422 of the Code are not met,
shall be treated as a nonqualified stock option for Federal income tax purposes
automatically without further action by the Committee, effective as of the first
date on which any such requirement was not met. The requirements for incentive
stock options under Section 422 of the Code include minimum holding period
requirements that specify that the stock acquired upon exercise of an incentive
stock option must be held for at least two years from the date of grant and one
year from the date of exercise.

c. Nonqualified Stock Options. Nonqualified stock options will be exercisable
--------------------------
at option prices of not less than one hundred percent (100%) of the Fair Market
Value of the Stock on the date of grant, unless otherwise determined by the
Committee; provided, however, that if any option with an exercise price of less
than one hundred percent (100%) of Fair Market Value is intended to meet the
requirements for performance-based compensation under Section 162(m) of the
Code, the exercise of such option shall be subject to one or more of the
performance goals specified in Section 9.2 as determined by the Committee in its
sole discretion and established in writing. Nonqualified stock options will be
exercisable at such times and subject to such terms and conditions as determined
by the Committee at grant or thereafter.

d. Award Agreement. Each option shall be evidenced by an award agreement that
---------------
shall specify the type of option granted, the option price, the duration of the
option, the number of shares of Stock covered by the option and such other
provisions as the Committee shall determine.

e. Payment. The Committee shall determine the methods and the forms for
-------
payment of the purchase price of options, including (a) by delivery of cash or,
to the extent permitted by the Committee, other shares or securities of the
Company having a then Fair Market Value equal to the purchase price of such
shares or any combination thereof; or (b) by delivery (including by fax) to the
Company or its designated agent of an executed irrevocable option exercise form
together with irrevocable instructions to a broker-dealer to sell or margin a
sufficient portion of the Stock and deliver the sale or margin loan proceeds
directly to the Company to pay the purchase price. Shares of Stock tendered
shall be duly endorsed in blank or accompanied by stock powers duly endorsed in
blank. Upon receipt of the payment of the entire option price for the shares so
purchased, certificates for such shares shall be delivered to the Participant.

f. Certain Replacement Options. Without in any way limiting the authority of
---------------------------
the Committee to make grants of options to Participants hereunder, and in order
to induce Participants to retain ownership of the Stock acquired upon the
exercise of options, the Committee shall have the authority (but not an
obligation) to include within any agreement setting forth the terms of any
options (or any amendment thereto) a provision entitling a Participant to
further options ("Replacement Options") in the event the Participant exercises
any options (including a Replacement Option) under the Plan, in whole or in
part, by surrendering previously acquired shares of Stock. Any such Replacement
Options shall (a) be nonqualified stock options, exercisable at a purchase
price, unless otherwise determined by the Committee, of one hundred

-5-
<PAGE>

percent (100%) of the Fair Market Value of the shares of Stock on the date the
Replacement Options are granted, (b) be for a number of shares of Stock equal to
the number of shares surrendered, (c) only become exercisable on the terms
specified by the Committee in the event the Participant holds, for a minimum
period of time prescribed by the Committee, the shares of Stock the Participant
acquired upon the exercise in connection with which the Replacement Options were
issued, and (d) be subject to such other terms and conditions as the Committee
may determine.

8. Stock Appreciation Rights

a. Grant of Stock Appreciation Rights. Stock appreciation rights may be
----------------------------------
granted to Participants. Each grant of stock appreciation rights shall be in
writing. A stock appreciation right may relate to a specific option granted
under the Plan and may, in such case, relate to all or part of the option shares
covered by the related option, or may be granted independently of any option
granted under the Plan. Stock appreciation rights granted in tandem or in
addition to an option may be granted either at the same time as the option or at
a later time. Subject to the terms of the Plan, the grant price, term, and any
other terms and conditions of any stock appreciation right shall be as
determined by the Committee.

b. Exercise or Maturity of Stock Appreciation Rights. The Committee may
-------------------------------------------------
impose such conditions or restrictions on the exercise of any stock appreciation
right as it may deem appropriate. A stock appreciation right shall entitle the
Participant to receive from the Company an amount equal to the excess of the
Fair Market Value of a share of Stock on the date of exercise of the stock
appreciation right over the exercise price thereof. The Committee shall
determine the time or times at which, or the event or events upon which, a stock
appreciation right may be exercised in whole or in part; the method of exercise;
and whether such stock appreciation right shall be settled in cash, Stock, a
combination of cash and Stock or some other form; provided, however, that unless
otherwise determined by the Committee, stock appreciation rights that relate to
a specific option granted under the Plan shall be exercisable or shall mature at
such time or times, on the conditions and to the extent and in the proportion,
that any related option is exercisable and may be exercised or mature for all or
part of the shares of Stock subject to the related option.

9. Restricted Stock

a. Awards. The Committee is hereby authorized to issue restricted stock to
------
Participants, with or without payment therefor, as additional compensation, or
in lieu of other compensation, for their services to the Company and/or any
Affiliate. Subject to Section 5.1, restricted stock shall be subject to such
terms and conditions as the Committee determines appropriate, including, without
limitation, restrictions on sale or other disposition and the right of the
Company to reacquire such restricted stock upon termination of the Participant's
employment or service within specified periods, as prescribed by the Committee.

b. Other Restrictions. Without limitation, the Committee may provide that
------------------
restricted stock shall be subject to forfeiture if the Company or the
Participant fails to achieve certain goals established by the Committee in
writing over a designated period of time. The performance

-6-
<PAGE>

goals established by the Committee may relate to any one or more of the
following: revenues, earnings per share, return on shareholder equity, return on
average total capital employed, return on net assets employed before interest
and taxes, economic value added and/or, in the case of Participants other than
Section 16 Participants, such other goals as may be established by the Committee
in its discretion. In the event the minimum goal established by the Committee is
not achieved at the conclusion of a period, all shares of restricted stock shall
be forfeited. In the event the maximum goal is achieved, no shares of restricted
stock shall be forfeited. Partial achievement of the maximum goal may result in
forfeiture corresponding to the degree of nonachievement to the extent specified
in writing by the Committee when the grant is made. The Committee shall certify
in writing as to the degree of achievement after completion of the performance
period.

c. Registration. Any restricted stock granted under the Plan to a Participant
------------
may be evidenced in such manner as the Committee may deem appropriate,
including, without limitation, book-entry registration or issuance of a stock
certificate or certificates. In the event any stock certificate is issued in
respect of shares of restricted stock granted under the Plan to a Participant,
such certificate shall be registered in the name of the Participant and shall
bear an appropriate legend (as determined by the Committee) referring to the
terms, conditions and restrictions applicable to such restricted stock.

d. Other Rights. Unless otherwise determined by the Committee, during the
------------
period of restriction, Participants holding shares of restricted stock granted
hereunder may exercise full voting rights with respect to those shares and shall
be entitled to receive all dividends and other distributions paid or made with
respect to those shares while they are so held; provided, however, that the
Committee may provide in any grant of shares of restricted stock that payment of
dividends thereon may be deferred until termination of the period of restriction
and may be made subject to the same restrictions regarding forfeiture as apply
to such shares of restricted stock. If any such dividends or distributions are
paid in shares of Stock, the shares shall be subject to the same restrictions on
transferability as the shares of restricted stock with respect to which they
were paid.

e. Forfeiture. Unless the Committee otherwise determines at or after grant,
----------
upon termination of employment or service of a Participant with the Company or
Affiliate (as determined under criteria established by the Committee) for any
reason during the applicable period of restriction, all shares of restricted
stock still subject to restriction shall be forfeited by the Participant to the
Company; provided, however, that the Committee may, when it finds that a waiver
would be in the best interests of the Company, waive in whole or in part any or
all remaining restrictions with respect to shares of restricted stock held by a
Participant.

-7-
<PAGE>

10. Performance Shares and Performance Units

a. Issuance. The Committee is hereby authorized to grant performance shares
--------
and performance units to Participants. Subject to Section 5.1, the Committee
shall have complete discretion in determining the number of performance units
and performance shares granted to a Participant and the other terms and
conditions of such awards.

b. Performance Shares. The Committee may grant the right to receive shares of
------------------
Stock ("performance shares") to a Participant that the Participant may earn in
whole or in part if the Company or the Participant achieves certain performance
goals established by the Committee over a designated period of time as
determined by the Committee. Any such grant shall be in writing. The Committee
shall have the discretion to satisfy an obligation to deliver a Participant's
performance shares by delivery of less than the number of shares earned together
with a cash payment equal to the then Fair Market Value of the shares not
delivered. The number of shares of Stock reserved for issuance under the Plan
shall be reduced only by the number of shares delivered in respect of earned
performance shares. At the time of making an award of performance shares, the
Committee shall set forth the consequences of the termination of a Participant's
employment or service with the Company or an Affiliate prior to the expiration
of the designated performance period in respect of which the performance shares
are awarded.

c. Performance Units. The Committee may grant the right to receive cash or
-----------------
shares of Stock ("performance units") to a Participant that the Participant may
earn in whole or in part if the Company or the Participant achieves certain
performance goals established by the Committee over a designated period of time
as determined by the Committee. Any such grant shall be in writing. Payment of
a performance unit earned may be in cash or in shares of Stock or in a
combination of both, as the Committee in its sole discretion determines. The
number of shares of Stock reserved for issuance under the Plan shall be reduced
only by the number of shares delivered in payment of performance units. At the
time of making an award of performance units, the Committee shall set forth the
consequences of the termination of a Participant's employment or service with
the Company or an Affiliate prior to the expiration of the designated
performance period in respect of which the performance units are awarded.

d. Performance Goals. The performance objectives established by the Committee
-----------------
with respect to such award shall include at least one of the following criteria,
which may be determined solely by reference to the performance of the Company or
a Subsidiary or based on comparative performance relative to other companies:
(i) total return to shareholders, (ii) return on equity, (iii) operating income
or net income, (iv) return on capital, (v) economic value added, (vi) earnings
per share of Stock, (vii) market price of the Stock, and/or (viii) such other
goals as may be established by the Committee in its discretion. Except to the
extent otherwise expressly provided herein, the Committee may, at any time and
from time to time, change the performance objectives applicable with respect to
any performance shares or performance units to reflect such factors, including,
without limitation, changes in a Participant's duties or responsibilities or
changes in business objectives (e.g., from corporate

-8-
<PAGE>

to Subsidiary or business unit performance or vice versa), as the Committee
shall deem necessary or appropriate.

e. Termination. Unless the Committee otherwise determines at or after grant,
-----------
the rights of a Participant with respect to an award of performance shares or
performance units outstanding at the time of the Participant's termination of
employment or services to the Company or Affiliate shall be determined under
this section. In the event that a Participant's employment or services to the
Company or Affiliate terminate due to the Participant's (i) death, (ii)
disability, (iii) retirement, with the consent of the Committee, any award of
performance shares or performance units shall become vested and nonforfeitable
at the end of the measurement period as to that number of shares or units which
is equal to that percentage, if any, of such award that would have been earned
based on the attainment or partial attainment of such performance goals. In all
other cases, any portion of any award of performance shares or performance units
that has not become nonforfeitable at the date of a Participant's termination of
employment or service to the Company or Affiliate shall be forfeited as of such
date.

f. Interpretation. Notwithstanding anything else contained in this Section 10
--------------
to the contrary, if any award of performance shares or performance units is
intended, at the time of grant, to be other performance based compensation
within the meaning of Section 162(m) of the Code, to the extent required to so
qualify any award thereunder, the Committee shall not be entitled to exercise
any discretion otherwise authorized under this Section 10 with respect to such
award if the ability to exercise such discretion would cause such award to fail
to qualify as other performance based compensation.

11. Bonus Shares

The Committee is authorized to provide Participants the opportunity to
elect to receive shares of Stock in lieu of a portion or all of any cash bonuses
under any Company or Affiliate incentive compensation programs and/or increases
in base compensation. Bonus shares shall be issued in an amount equal to (a)
the equivalent dollar amount of bonus a Participant has elected to receive in
Stock (subject to limits prescribed by the Committee) divided by (b) the Fair
Market Value of a share of Stock (as determined by the Committee in advance or
on the date the cash compensation to which the bonus shares relate would
otherwise be payable) and shall be subject to such terms and conditions as the
Committee deems appropriate, including, without limitation, restrictions on sale
or other disposition.

12. Other Awards

a. Other Stock-Based Awards. Other awards, valued in whole or in part by
------------------------
reference to, or otherwise based on, shares of Stock, may be granted either
alone or in addition to or in conjunction with any awards described in this Plan
for such consideration, if any, and in such amounts and having such terms and
conditions as the Committee may determine.

b. Other Benefits. The Committee shall have the right to provide types of
--------------
benefits under the Plan in addition to those specifically listed, if the
Committee believes that such benefits would further the purposes for which the
Plan was established.

-9-
<PAGE>

13. Transferability

Each award granted under the Plan shall not be transferable other than
by will or the laws of descent and distribution, except that a Participant may,
to the extent allowed by the Committee and in a manner specified by the
Committee (a) designate in writing a beneficiary to exercise the award after the
Participant's death; or (b) transfer any award.

14. Rights of Participants

Nothing in the Plan shall interfere with or limit in any way the right
of the Company or any Affiliate to terminate any Participant's employment or
service at any time nor confer upon any Participant any right to continue in the
employ or service of the Company or any Affiliate.

15. Acquisition

Except as otherwise provided in the Plan or the agreement reflecting
the applicable award, in the event of any sale of assets, merger, consolidation,
combination or other corporate reorganization or restructuring of the Company
with or into another corporation which results in the outstanding shares of
Stock being converted into or exchanged for different securities, cash or other
property, or any combination thereof ("Acquisition Consideration"), (a) each
holder of an option as of the effective date of any such transaction (the
"Acquisition Date") shall have the right thereafter and during the remaining
term of the option to receive, upon exercise thereof, the Acquisition
Consideration that the holder would have been entitled to receive for Stock
acquired through the exercise of the option immediately prior to the Acquisition
Date, (b) each holder of a stock appreciation right as of the Acquisition Date
shall have the right thereafter and during the remaining term of such stock
appreciation right to receive, upon exercise thereof, for each stock
appreciation right so exercised, the difference between the Acquisition
Consideration and the grant price of the stock appreciation right; and (c) each
holder of a performance share or performance unit as of the Acquisition Date
shall be entitled to receive either the Acquisition Consideration or the
monetary value of such Acquisition Consideration, as applicable, with respect to
such shares or units. This Section 15 shall apply to all awards granted under
the Plan, including awards granted prior to the effective date of this Amended
and Restated Plan, that are outstanding as of the Acquisition Date. The
Acquisition Consideration shall be transferred or paid in lieu of shares of
Stock or other compensation that a participant would have been entitled to
receive upon exercise or payment absent the provisions of this Section 15.

The Committee may, in its sole and absolute discretion, amend, modify
or rescind the provisions of this Section 15 if it determines that the operation
of this Section 15 may prevent a transaction in which the Company or any
Affiliate is a party from being accounted for on a pooling-of-interests basis.

16. Amendment, Modification and Termination of Plan

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<PAGE>

a. Amendments and Termination of the Plan. The Board may at any time amend,
--------------------------------------
alter, suspend, discontinue or terminate the Plan; provided, however, that
stockholder approval of any amendment of the Plan shall be obtained if otherwise
required by (a) the Code or any rules promulgated thereunder (in order to allow
for incentive stock options to be granted under the Plan or to enable the
Company to comply with the provisions of Section 162(m) of the Code so that the
Company can deduct compensation in excess of the limitation set forth therein),
or (b) the listing requirements of the principal securities exchange or market
on which the Stock is then traded. Termination of the Plan shall not affect the
rights of Participants with respect to awards previously granted to them, and
all unexpired awards shall continue in force and effect after termination of the
Plan except as they may lapse or be terminated by their own terms and
conditions.

b. Amendments of Awards. Subject to any limitations provided in the Plan, the
--------------------
Committee may at any time amend, alter, suspend or terminate any award;
provided, however, that no such action shall impair the rights of any
Participant without his or her written consent thereto.

c. Waiver of Conditions. The Committee may, in whole or in part, waive any
--------------------
conditions or other restrictions with respect to any award granted under the
Plan.

17. Taxes

The Company shall be entitled to withhold the amount of any tax
attributable to any amount payable or shares of Stock deliverable under the Plan
after giving the person entitled to receive such amount or shares of Stock
notice as far in advance as practicable, and the Company may defer making
payment or delivery if any such tax may be pending unless and until indemnified
to its satisfaction. The Committee may, in its discretion and subject to such
rules as it may adopt, permit a Participant to pay all or a portion of the
federal, state and local withholding taxes arising in connection with (a) the
exercise of a nonqualified stock option, (b) a disqualifying disposition of
Stock received upon the exercise of an incentive stock option, (c) the lapse of
restrictions on restricted stock, or (d) the receipt of performance shares, by
electing to (i) have the Company withhold shares of Stock, (ii) tender back
shares of Stock received in connection with such benefit, or (iii) deliver other
previously owned shares of Stock, having a Fair Market Value equal to the amount
to be withheld; provided, however, that the amount to be withheld shall not
exceed the Participant's estimated total federal, state and local tax
obligations associated with the transaction. The election must be made on or
before the date as of which the amount of tax to be withheld is determined and
otherwise as required by the Committee. The Fair Market Value of fractional
shares of Stock remaining after payment of the withholding taxes shall be paid
to the Participant in cash.

The Committee may, in its discretion, grant a cash bonus to a
Participant who holds restricted stock or performance shares to enable the
Participant to pay all or a portion of the federal, state or local tax liability
incurred by the Participant upon the vesting of restricted stock or performance
shares. The Company shall deduct from any cash bonus such amount as may be
required for the purpose of satisfying the Company's obligation to withhold
federal, state or local taxes.

-11-
<PAGE>

18. Miscellaneous

a. Stock Transfer Restrictions. Shares of Stock purchased under the Plan may
---------------------------
not be sold or otherwise disposed of except (a) pursuant to an effective
registration statement under the 1933 Act, or in a transaction which is exempt
from registration under the 1933 Act, and (b) in compliance with state
securities laws. All certificates for shares delivered under the Plan pursuant
to any award or the exercise thereof shall be subject to such stock transfer
orders and other restrictions as the Committee may deem advisable under the Plan
and any applicable federal or state securities laws, and the Committee may cause
a legend or legends to be put on any such certificates to make appropriate
references to such restrictions.

b. Other Provisions. The grant of any award under the Plan may also be
------------
subject to other provisions (whether or not applicable to the benefit awarded to
any other Participant) as the Committee determines appropriate, including,
without limitation, provisions for (a) the Participant's agreement to abide by
any non-disclosure or non-compete requirements or restrictions as specified in
the Participant's award agreement; (b) one or more means to enable Participants
to defer recognition of taxable income relating to awards or cash payments
derived therefrom, which means may provide for a return to a Participant on
amounts deferred as determined by the Committee (provided that no such deferral
means may result in an increase in the number of shares of Stock issuable
hereunder); (c) the purchase of Stock under options in installments; or (d) the
financing of the purchase of Stock under the options in the form of a promissory
note issued to the Company by a Participant on such terms and conditions as the
Committee determines.

c. Award Agreement. No person shall have any rights under any award granted
---------------
under the Plan unless and until the Company and the Participant to whom the
award was granted shall have executed an award agreement in such form as shall
have been approved by the Committee.

19. Legal Construction

a. Requirements of Law. The granting of awards under the Plan and the issuance
- -- -------------------
of shares of Stock in connection with an award, shall be subject to all
applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges or markets as may be
required.

b. Governing Law. The Plan, and all agreements hereunder, shall be construed
-------------
in accordance with and governed by the laws of the State of Delaware.

c. Severability. If any provision of the Plan or any award agreement or any
------------
award is or becomes or is deemed to be invalid, illegal or unenforceable in any
jurisdiction, or as to any person or award, or would disqualify the Plan, any
award agreement or any award under any law deemed applicable by the Committee,
such provision shall be construed or deemed amended to conform to applicable
laws, or if it cannot be so construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the Plan, any
award agreement or the award, such provision shall be stricken as to such
jurisdiction, person

-12-
<PAGE>

or award, and the remainder of the Plan, any such award agreement and any such
award shall remain in full force and effect.

-13-

<PAGE>

Exhibit 10.5

INCENTIVE STOCK OPTION AGREEMENT
--------------------------------

THIS AGREEMENT made and entered into as of the ______ day of
____________, ____ (the "Grant Date"), by and between Inforte Corp., a Delaware
corporation (the "Company"), and __________, an employee of the Company
("Participant").

R E C I T A L S
---------------

WHEREAS, the Company has in effect the Amended and Restated Inforte
Corp. 1997 Incentive Compensation Plan (the "Plan"), which permits options to
purchase shares of the Company's common stock, $0.001 par value ("Stock"), to be
granted to certain employees of the Company.

WHEREAS, the Company believes it to be in the best interests of the
Company and its shareholders for employees to obtain or increase their stock
ownership interest in the Company in order that they will have a greater
incentive to work for and manage the Company's affairs.

WHEREAS, the Participant is an employee of the Company or one of its
Subsidiaries and has been selected by the Compensation Committee of the Board of
Directors of the Company (the "Committee") to receive an option under the Plan.

A G R E E M E N T
-----------------

NOW, THEREFORE, in consideration of the promises and of the covenants
and agreements herein set forth, the parties hereby mutually covenant and agree
as follows:

1. Grant. Subject to the terms and conditions of the Plan, a copy of
-----
which is attached hereto and made a part hereof, and this Agreement, the Company
hereby grants to Participant an option to purchase from the Company all or any
part of an aggregate number of ______ shares of Stock (hereinafter such shares
of Stock are referred to as the "Optioned Shares", and the option to purchase
the Optioned Shares is referred to as the "Option"). The Option is intended to
qualify as an "Incentive Stock Option" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").

2. Vesting. The Option shall vest and become exercisable by
-------
Participant during the period of his continuous employment by the Company with
respect to ______ Optioned Shares on ____________, ____ , as to an additional
______ Optioned Shares on ____________, ____ , as to an additional ______
Optioned Shares on ____________, ____, and as to the remaining ______ Optioned
Shares on ___________, ____. If the Participant's employment with the Company
changes from full-time to part-time status or is interrupted by a leave of
absence, the Committee, in its discretion, may delay the vesting of the Option
pursuant to this paragraph 2 for such period as it reasonably deems appropriate.
<PAGE>

3. Price. The price to be paid for the Optioned Shares shall be
-----
_______________ ($___) per share, which represents not less than one hundred
percent (100%) of the Fair Market Value of the Optioned Shares on the Grant
Date.

4. Term; Exercise. Subject to the terms and conditions of the Plan
--------------
and this Agreement, the Option may be exercised by the Participant while in the
employ of the Company, in whole or in part, from time to time with respect to
any shares for which the right to exercise shall have accrued pursuant to
paragraph 2 hereof, but only during the period beginning on the date of this
Agreement and ending on ____________, ____.

5. Limit on Incentive Stock Options. To the extent that the
--------------------------------
aggregate fair market value, as determined by the Committee, of the Stock with
respect to which Incentive Stock Options are first exercisable by the
Participant during any calendar year (under the Plan and all other plans of the
Company and its Subsidiaries) exceeds One Hundred Thousand Dollars ($100,000),
such Option as to the excess shall be treated as a Non-Qualified Stock Option.

6. Method of Exercise.
------------------

(a) The Option may be exercised only by written notice, delivered or
mailed by postpaid registered or certified mail, addressed to the treasurer
of the Company at the Company's principal executive offices specifying the
number of Optioned Shares being purchased. Such notice shall be accompanied
by payment of the entire Option price of the Optioned Shares being
purchased: (i) in cash or its equivalent; (ii) with the consent of the
Committee, by tendering previously acquired shares of Stock valued at their
Fair Market Value at the time of exercise; or (iii) by delivery (including
by fax) to the Company or its designated agent of an executed irrevocable
option exercise form together with irrevocable instructions to a broker-
dealer to sell or margin all or a portion of the Stock and deliver the sale
or margin proceeds directly to the Company to pay the Purchase Price; or
(iv) with the consent of the Committee, by any combination of the
foregoing. For purposes of this paragraph, Fair Market Value shall be
determined in the same manner as the Fair Market Value of the Stock on the
Grant Date was determined pursuant to paragraph 3 hereof.

(b) Shares of Stock tendered shall be duly endorsed in blank or
accompanied by stock powers duly endorsed in blank. Upon receipt of the
payment of the entire purchase price of the Optioned Shares so purchased,
certificates for such Optioned Shares shall be issued to the Participant.
The Optioned Shares so purchased shall be fully paid and nonassessable.

(c) The requirements for incentive stock options under Section 422 of
the Code include minimum holding period requirements that require the Stock
acquired upon exercise of the Option to be held for at least two years from
the date of grant and one year from the date of exercise.

-2-
<PAGE>

7. Termination of Employment.
-------------------------

(a) Except as otherwise provided by the Committee, if the Participant
ceases to be an employee of the Company for any reason other than death or
disability (as defined below), then the Participant may exercise the
Option, to the extent vested and exercisable as of the date of the
Participant's termination, for a period of thirty (30) days after such
termination of employment, but in no event beyond the expiration date of
the Option as specified in paragraph 4 hereof (the "Expiration Date").

(b) If the Participant ceases to be an employee of the Company by
reason of death or disability as defined in Section 22(e)(3) of the Code,
then the Participant (or the Participant's beneficiary or estate in the
event of the Participant's death) may exercise the Option, to the extent
vested and exercisable as of the date of the Participant's death or
disability, for a period of six (6) months following the date of death or
disability, but in no event beyond the Expiration Date.

8. No Rights as a Shareholder. The Participant shall not be deemed
--------------------------
for any purposes to be a shareholder of the Company with respect to any shares
which may be acquired hereunder except to the extent that the Option shall have
been exercised with respect thereto and a stock certificate issued therefor.

9. Nontransferability; Collateral. The Option shall not be
------------------------------
transferable by the Participant otherwise than by will or the laws of descent
and distribution, and may be exercised during the life of the Participant only
by the Participant. The Option may not be assigned, mortgaged or pledged as any
type of security or collateral.

10. Restrictions on Transfers of Stock. The Participant agrees for
----------------------------------
himself and his heirs, legatees and legal representatives, with respect to all
shares of Stock acquired pursuant to the terms and conditions of this Agreement
(or any shares of Stock issued pursuant to a stock dividend or stock split
thereon or any securities issued in lieu thereof or in substitution or exchange
therefor), that he and his heirs, legatees and legal representatives will not
sell or otherwise dispose of such shares except pursuant to an effective
registration statement under the Securities Act of 1933, as amended (the "Act"),
or except in a transaction which, in the opinion of counsel for the Company, is
exempt from registration under the Act.

-3-
<PAGE>

11. Adjustments. If the Company shall at any time change the number
-----------
of shares of its Stock without new consideration to the Company (such as by
stock dividend, stock split or similar transaction), the total number of shares
then remaining subject to purchase hereunder shall be changed in proportion to
the change in issued shares, and the Option price per share shall be adjusted so
that the total consideration payable to the Company upon the purchase of all
shares not theretofore purchased shall not be changed. In the event there shall
be any change, other than as specified above, in the number or kind of
outstanding shares of Stock or of any stock or other securities into which such
Stock shall have been changed or for which it shall have been exchanged, then if
the Committee shall in its sole discretion determine that such change equitably
requires an adjustment in the number or kind of shares subject to the Option,
such adjustment shall be made by the Committee. The Option price for each share
of Stock or other securities substituted or adjusted as provided in this
paragraph shall be determined by dividing the Option price for each share prior
to such substitution or adjustment by the number of shares or the fraction of a
share substituted for such share or to which such share shall have been
adjusted. No adjustment or substitution provided for in this paragraph shall
require the Company to sell a fractional share.

12. Acquisition. If during the term of this Option the Stock of the
-----------
Company shall be changed into another kind of stock or into securities of
another corporation, cash or other property, or any combination thereof (the
"Acquisition Consideration"), whether as a result of a sale of assets, merger,
consolidation, combination or other corporate reorganization or restructuring of
the Company with or into another corporation, the Company shall cause adequate
provision to be made whereby the Participant shall thereafter be entitled to
receive in lieu of shares of Stock upon the exercise of the Option, the
Acquisition Consideration the Participant would have been entitled to receive
for Stock acquired through the exercise of the Option or portion thereof
immediately prior to the date of such transaction.

13. Powers of Company Not Affected. The existence of the Option
------------------------------
herein granted shall not affect in any way the right or power of the Company or
its shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issuance of
bonds, debentures, preferred, or prior preference stock ahead of or affecting
the Stock or the rights thereof, or dissolution or liquidation of the Company,
or

-4-
<PAGE>

any sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.

14. Interpretation. As a condition of the granting of the Option, the
--------------
Participant agrees for himself and his legal representatives, that any dispute
or disagreement which may arise under or as a result of or pursuant to this
Agreement shall be determined by the Committee in its sole discretion, and any
interpretation by the Committee of the terms of this Agreement shall be final,
binding and conclusive.

15. Amendment or Modification. No term or provision of this Agreement
-------------------------
may be amended, modified or supplemented orally, but only by an instrument in
writing signed by the party against whom or which the enforcement of the
amendment, modification or supplement is sought.

16. Governing Law. This Agreement shall be governed by the internal
-------------
laws of the State of Delaware as to all matters, including, but not limited to,
matters of validity, construction, effect, performance and remedies.

17. Terms of Plan Govern. All parties acknowledge that this option is
--------------------
granted under and pursuant to the Plan, which shall govern all rights,
interests, obligations and undertakings of both the Company and the Participant.
All capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in the Plan.

IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers and its corporate seal hereunto
affixed, and the Participant has hereunto affixed his hand the day and year
first above written.

INFORTE CORP.
(the "Company")

By: ___________________________________
Its: Chief Financial Officer

PARTICIPANT:

______________________________________

-5-

<PAGE>

Exhibit 10.6

INFORTE CORP.
EMPLOYEE STOCK PURCHASE PLAN

1. PURPOSE. The purpose of the Plan is to provide employees of the
-------
Company and its Subsidiaries who are designated as Participating Employers with
an opportunity to purchase Common Stock of the Company through accumulated
payroll deductions. It is the intention of the Company to have the Plan qualify
as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue
Code of 1986, as amended. The provisions of the Plan, accordingly, shall be
construed so as to extend and limit participation in a manner consistent with
the requirements of that section of the Code.

2. DEFINITIONS.
-----------

a. "BOARD" shall mean the Board of Directors of the Company.

b. "CODE" shall mean the Internal Revenue Code of 1986, as amended.

c. "COMMON STOCK" shall mean the common stock of the Company.

d. "COMPANY" shall mean Inforte Corp., a Delaware corporation.

e. "COMPENSATION" shall mean all amounts that are reportable as wages on
an Employee's Form W-2, prior to reduction for elective deferrals under a Code
section 401(k) plan, Code section 125 cafeteria plan, or nonqualified deferred
compensation arrangement.

f. "EMPLOYEE" shall mean any individual who is treated by a Participating
Employer on its payroll as an employee for employment tax purposes. For purposes
of the Plan, the employment relationship shall be treated as continuing intact
while the individual is on sick leave or other leave of absence approved by the
Participating Employer. Where the period of leave exceeds 90 days and the
individual's right to reemployment is not guaranteed either by statute or by
contract, the employment relationship shall be deemed to have terminated on the
91st day of such leave.

g. "ENROLLMENT DATE" shall mean the first day of each Offering Period.

h. "FAIR MARKET VALUE" shall mean, as of any date, the value of Common
Stock determined as follows, unless otherwise determined by the Board:

i. If the Common Stock is listed on any established stock exchange or
a national market system, including without limitation the Nasdaq National
Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market
Value shall be the closing sales price for such stock as quoted on such exchange
or system on the date of such determination, as reported in THE WALL STREET
JOURNAL or such other source as the Board deems reliable; or

-1-
<PAGE>

ii. If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean of the closing bid and asked prices for the Common Stock on
the date of such determination, as reported in The Wall Street Journal or such
other source as the Board deems reliable; or

iii. In the absence of an established market for the Common Stock,
the Fair Market Value thereof shall be determined in good faith by the Board.

i. "OFFERING PERIOD" shall mean the period of time determined by the
Board in its sole discretion, which in any event may not exceed twenty-seven
(27) months, during which payroll deductions are accumulated and used to
purchase Common Stock pursuant to the terms of the Plan.

j. "PARTICIPATING EMPLOYER" shall mean the Company and any Subsidiary
that has been designated by the Board from time to time in its sole discretion
as eligible to participate in the Plan.

k. "PLAN" shall mean this Inforte Corp. Employee Stock Purchase Plan.

l. "PURCHASE DATE" shall mean the last Trading Day of each Offering
Period and any interim Trading Day during an Offering Period designated by the
Board on which payroll deductions are used to Purchase Common Stock.

m. "PURCHASE PRICE" shall mean an amount equal to 85% of the Fair Market
Value of a share of Common Stock on the Enrollment Date or on the Purchase Date,
whichever is lower; provided, however, that the Purchase Price may be adjusted
by the Board pursuant to Section 18.

n. "SUBSIDIARY" shall mean a corporation, domestic or foreign, of which
fifty percent (50%) or more of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary.

o. "TRADING DAY" shall mean a day on which national stock exchanges and
the Nasdaq System are open for trading.

3. ELIGIBILITY.
-----------

a. Any Employee on a given Enrollment Date of an Offering Period shall be
eligible to participate in such Offering Period under the Plan; provided,
however, that an Employee may not participate in more than one Offering Period
at a time.

b. Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be permitted to participate in an Offering Period to the extent
that (i) immediately after the beginning of the Offering Period, such Employee
(or any other person whose stock would be attributed to such Employee pursuant
to Section 424(d) of the Code) would own capital stock

-2-
<PAGE>

and/or hold outstanding rights to purchase such stock possessing five percent
(5%) or more of the total combined voting power or value of all classes of the
capital stock of the Company or any Subsidiary; or (ii) his or her rights to
purchase stock under all employee stock purchase plans of the Company and its
subsidiaries accrue at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) worth of stock (determined at the Fair Market Value of the shares at
the time such rights are granted) for each calendar year in which such rights
are outstanding at any time.

4. OFFERING PERIODS. The Plan shall be implemented by a series of
----------------
Offering Periods, with each Offering Period commencing on the first Trading Day
on or after such date as the Board shall determine and ending on such date as
the Board shall determine, and continuing thereafter until terminated in
accordance with Section 19 hereof. Each Offering Period may include one or more
Purchase Dates, as designated by the Board in its sole discretion.

5. PARTICIPATION. An Employee may become a participant in the Plan for
------------
an Offering Period by completing a subscription agreement authorizing payroll
deductions in the form determined by the Board and filing it with the Company's
payroll office prior to the deadline established by the Board for such Offering
Period.

6. PAYROLL DEDUCTIONS.
------------------

a. At the time a participant files his or her subscription agreement, he
or she shall elect to have payroll deductions made on each pay day during the
Offering Period in an amount equal to a whole percentage of Compensation;
provided that a minimum of one percent (1%) of Compensation must be elected; and
provided further that no more than Twenty-One Thousand Two Hundred Fifty dollars
($21,250.00) may be deducted per calendar year.

b. All payroll deductions made for a participant shall be credited to his
or her account under the Plan. A participant may not make any additional
payments into such account.

c. A participant may increase or decrease the rate of his or her payroll
deductions during an Offering Period by completing and filing with the Company a
new subscription agreement authorizing a change in the rate of payroll
deductions. A participant's decrease in the amount of his or her payroll
deductions to zero percent (0%) shall be considered a withdrawal under Section
10 hereof. Unless the Board determines otherwise for an Offering Period, the
participant's change in the rate of his or her payroll deductions shall not be
effective until after the Purchase Date that next follows the date such new
subscription agreement is received and processed by the Company. A participant's
subscription agreement shall remain in effect for successive Offering Periods
unless changed as provided herein or terminated as provided in Section 10
hereof.

d. Notwithstanding the foregoing, to the extent necessary to comply with
Section 423(b)(8) of the Code and Section 3(b) or 6(a) hereof, a participant's
payroll deductions may be decreased to zero percent (0%) at any time during an
Offering Period.

-3-
<PAGE>

e. At the time the participant's payroll deductions are used, in whole or
in part, to purchase shares of Common Stock, or at the time the participant
disposes of some or all of the Company's Common Stock issued under the Plan, the
participant must make adequate provision for the Participating Employer's
federal, state or other tax withholding obligations, if any, which arise upon
the purchase of the Common Stock or the disposition of the Common Stock. At any
time, the Participating Employer may, but shall not be obligated to, withhold
from the participant's compensation the amount necessary for the Participating
Employer to meet applicable withholding obligations, including any withholding
required to make available to the Company any tax deductions or benefits
attributable to sale or early disposition of Common Stock by the Employee.

7. GRANT OF PURCHASE RIGHT. On the Enrollment Date of each Offering
-----------------------
Period, each Employee participating in such Offering Period shall be granted the
right to purchase on the Purchase Date or Dates of such Offering Period (at the
applicable Purchase Price) up to a number of shares of the Company's Common
Stock determined by dividing such Employee's payroll deductions accumulated
prior to such Purchase Date and retained in the Participant's account as of the
Purchase Date by the applicable Purchase Price; provided that such purchase
shall be subject to the limitations set forth in Section 3(b) hereof. The
purchase of shares of Common Stock shall occur as provided in Section 8 hereof.
The participant's right to purchase shares of Common Stock at the Purchase Price
set for the Offering Period shall expire immediately after the last Purchase
Date in an Offering Period.

8. EXERCISE OF PURCHASE RIGHT. The participant's accumulated payroll
--------------------------
deductions shall automatically be applied to purchase the maximum number of full
shares of Common Stock at the applicable Purchase Price on the Purchase Date or
Dates during an Offering Period. No fractional shares shall be purchased; any
payroll deductions accumulated in a participant's account which are not
sufficient to purchase a full share shall be retained in the participant's
account until the subsequent Purchase Date of the Offering Period or for the
subsequent Offering Period, as applicable, subject to earlier withdrawal by the
participant as provided in Section 10 hereof. Any other monies left over in a
participant's account after a Purchase Date shall be returned to the
participant. During a Participant's lifetime, a participant's right to purchase
shares hereunder is exercisable only by him or her.

9. DELIVERY. As promptly as practicable after each Purchase Date on
--------
which a purchase of shares occurs, the Company shall arrange the delivery to
each participant, as appropriate, the shares purchased on the Purchase Date.

10. WITHDRAWAL.
----------

a. A participant may withdraw from participation in an Offering Period by
giving written notice to the Company in the form determined by the Board. The
participant's withdrawal shall be effective immediately after the Purchase Date
that next follows the date such notice of withdrawal is received and processed
by the Company. Any amounts credited to the participant's account after the
effective date of such withdrawal, if any, shall be promptly paid to such
participant. Such participant's right to participate in the Offering Period

-4-
<PAGE>

shall be automatically terminated as of the effective date of such withdrawal,
and no further payroll deductions for the purchase of shares shall be made for
such Offering Period. If a participant withdraws from an Offering Period,
payroll deductions shall not resume at the beginning of a succeeding Offering
Period unless the participant delivers to the Company a new subscription
agreement.

b. A participant's withdrawal from an Offering Period shall not have any
effect upon his or her eligibility to participate in any similar plan which may
hereafter be adopted by a Participating Employer or in succeeding Offering
Periods which commence after the participant's withdrawal.

11. TERMINATION OF EMPLOYMENT. Upon a participant's ceasing to be an
-------------------------
Employee for any reason, he or she shall be deemed to have elected to withdraw
from the Plan and the payroll deductions credited to such participant's account
during the Offering Period but not yet used to purchase shares shall be returned
to such participant or, in the case of his or her death, to the person or
persons entitled thereto under Section 15 hereof, and such participant's right
to purchase shares shall be automatically terminated.

12. INTEREST. No interest shall accrue on the payroll deductions of a
--------
participant in the Plan.

13. STOCK.
-----

a. Subject to adjustment upon changes in capitalization of the Company as
provided in Section 18 hereof, the maximum number of shares of the Company's
Common Stock which shall be made available for sale under the Plan shall be Two
Hundred Thousand (200,000) shares, plus an annual increase to be added on the
first day of the Company's fiscal year beginning in 2001 equal to the lesser of
(i) Four Hundred Thousand (400,000) shares; (ii) two percent (2%) of the
outstanding shares on such date; or (iii) an amount determined by the Board.
If, on a given Purchase Date, the number of shares to be purchased exceeds the
number of shares then available under the Plan, the Company shall make a pro
rata allocation of the shares remaining available for purchase in as uniform a
manner as shall be practicable and as the Board shall determine to be equitable.

b. The participant shall have no interest or voting right in shares until
such shares have been purchased.

c. Shares to be delivered to a participant under the Plan shall be
registered in the name of the participant or in the name of the participant and
his or her spouse.

14. ADMINISTRATION. The Plan shall be administered by the Board or a
--------------
committee of members of the Board appointed by the Board. To the extent the
Board has delegated its administrative responsibilities hereunder to a
committee, all references to the Board in the Plan shall be deemed to refer to
such committee. The Board or its committee shall have full and exclusive
discretionary authority to construe, interpret and apply the terms of the Plan;
to determine eligibility; and to adjudicate all disputed claims filed under the
Plan. Every finding,

-5-
<PAGE>

decision and determination made by the Board or its committee shall be, to the
full extent permitted by law, final and binding upon all parties.

15. DESIGNATION OF BENEFICIARY.
--------------------------

a. A participant may file a written designation with the Company of a
beneficiary who is to receive any shares and cash, if any, from the
participant's account under the Plan in the event of such participant's death
subsequent to a Purchase Date on which shares are purchased but prior to
delivery to such participant of such shares and cash. In addition, a
participant may file a written designation of a beneficiary who is to receive
any cash from the participant's account under the Plan in the event of such
participant's death prior to a Purchase Date. If a participant is married and
the designated beneficiary is not the spouse, spousal consent shall be required
for such designation to be effective.

b. Such designation of beneficiary may be changed by the participant at
any time by written notice to the Company. The last beneficiary designation on
file with the Company shall be given effect. In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant's death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate
of the participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may deliver
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.

c. A written beneficiary designation shall be effective only if filed on
the form provided by the Company for such purpose.

16. TRANSFERABILITY. Neither payroll deductions credited to a
---------------
participant's account nor any rights to purchase or receive shares under the
Plan may be assigned, transferred, pledged or otherwise disposed of in any way
(other than by will, the laws of descent and distribution or as provided in
Section 15 hereof) by the participant. Any such attempt at assignment, transfer,
pledge or other disposition shall be without effect, except that the Company may
treat such act as an election to withdraw from an Offering Period in accordance
with Section 10 hereof.

17. USE OF FUNDS. All payroll deductions received or held by a
------------
Participating Employer under the Plan may be used by the Participating Employer
for any corporate purpose, and the Participating Employer shall not be obligated
to segregate such payroll deductions.

18. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, LIQUIDATION,
---------------------------------------------------------------------
MERGER OR ASSET SALE.
- --------------------

a. CHANGES IN CAPITALIZATION. Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock authorized for
issuance

-6-
<PAGE>

under the Plan, as well as the Purchase Price and the number of shares of Common
Stock for which a participant has an outstanding purchase right under the Plan,
shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, reverse stock split,
stock dividend, combination or reclassification of the Common Stock, or any
other increase or decrease in the number of shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to
have been effected without receipt of consideration. Such adjustment shall be
made by the Board, whose determination in that respect shall be final, binding
and conclusive. Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock subject to a
right hereunder.

b. DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution
or liquidation of the Company, the Offering Period(s) then in progress shall be
shortened by setting a new Purchase Date (the "New Purchase Date"), and shall
terminate immediately after such New Purchase Date, unless provided otherwise by
the Board. The New Purchase Date shall be before the date of the Company's
proposed dissolution or liquidation. The Board shall notify each participant in
writing, at least ten (10) business days prior to the New Purchase Date, that
the Purchase Date has been changed to the New Purchase Date and that the
participant's accumulated payroll deductions shall be applied automatically to
the purchase of shares on the New Purchase Date.

c. MERGER OR ASSET SALE. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each outstanding right of a participant to
purchase shares of Common Stock shall be assumed or an equivalent right
substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation. In the event that the successor corporation refuses to
assume or substitute for such right, the Offering Period(s) then in progress
shall be shortened by setting a new Purchase Date (the "New Purchase Date"), and
shall terminate immediately after such New Purchase Date. The New Purchase Date
shall be before the date of the Company's proposed sale or merger. The Board
shall notify each participant in writing, at least ten (10) business days prior
to the New Purchase Date, that the Purchase Date has been changed to the New
Purchase Date and that the participant's accumulated payroll deductions shall be
applied automatically to the purchase of shares on the New Purchase Date.

19. AMENDMENT OR TERMINATION.
------------------------

a. The Board may at any time and for any reason terminate or amend the
Plan. Except as provided in Section 18 hereof, no such termination can affect
rights to purchase shares previously granted, provided that an Offering
Period(s) or the Plan may be terminated by the Board on any Purchase Date if the
Board determines that the termination of the Offering Period(s) or the Plan is
in the best interests of the Company and its stockholders. Except as provided in
Section 18 and this Section 19, no amendment may make any change in any rights

-7-
<PAGE>

to purchase stock theretofore granted which adversely affects the rights of any
participant. To the extent necessary to comply with Section 423 of the Code (or
any other applicable law, regulation or stock exchange rule), the Company shall
obtain stockholder approval in such a manner and to such a degree as required.

b. Without stockholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected," the
Board shall be entitled to change the Offering Periods, limit the frequency
and/or number of changes in the amount withheld during an Offering Period,
establish the exchange ratio applicable to amounts withheld in a currency other
than U.S. dollars, permit payroll withholding in excess of the amount designated
by a participant in order to adjust for delays or mistakes in the Company's
processing of properly completed withholding elections, establish reasonable
waiting and adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of Common Stock for each
participant properly correspond with amounts withheld from the participant's
Compensation, and establish such other limitations or procedures as the Board
determines in its sole discretion advisable which are consistent with the Plan.

c. In the event the Board determines that the ongoing operation of the
Plan may result in unfavorable financial accounting consequences, the Board may,
in its discretion and to the extent necessary or desirable, modify or amend the
Plan to reduce or eliminate such accounting consequence including, but not
limited to:

i. altering the Purchase Price for any Offering Period including an
Offering Period underway at the time of the change in Purchase Price;

ii. shortening any Offering Period so that the Offering Period ends
on a new Purchase Date, including an Offering Period underway at the time of the
Board action; and

iii. allocating shares.

Such modifications or amendments shall not require stockholder approval or the
consent of any Plan participants.

20. NOTICES. All notices or other communications by a participant to the
-------
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.

21. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued to a
----------------------------------
participant under the Plan unless the purchase of such shares and the issuance
and delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.

-8-
<PAGE>

As a condition to the exercise of a right to purchase shares, the
Company may require the person exercising such right to represent and warrant at
the time of any such exercise that the shares are being purchased only for
investment and without any present intention to sell or distribute such shares
if, in the opinion of counsel for the Company, such a representation is required
by any of the aforementioned applicable provisions of law.

22. TERM OF PLAN. The Plan shall become effective upon the earlier to
------------
occur of its adoption by the Board of Directors or its approval by the
stockholders of the Company. It shall continue in effect for a term of ten (10)
years unless sooner terminated under Section 19 hereof.

23. LEGAL CONSTRUCTION.
------------------

a. Requirements of Law. The rights to purchase shares of Common Stock
-------------------
under the Plan and the issuance of shares of Common Stock in connection with the
exercise of such a right, shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies or national
securities exchanges or markets as may be required.

b. Governing Law. The Plan, and all agreements hereunder, shall be
-------------
construed in accordance with and governed by the laws of the State of Delaware.

c. Severability. If any provision of the Plan or any agreement issued
------------
under the Plan (i) is or becomes or is deemed to be invalid, illegal or
unenforceable in any jurisdiction or as to any person, or (ii) would disqualify
the Plan or any agreement, under any law deemed applicable by the Board, such
provision shall be construed or deemed amended to conform to applicable laws, or
if it cannot be so construed or deemed amended without, in the determination of
the Board, materially altering the intent of the Plan or any agreement, such
provision shall be stricken as to such jurisdiction, person or agreement, and
the remainder of the Plan or any such agreement shall remain in full force and
effect.

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<PAGE>

INFORTE CORP.
EMPLOYEE STOCK PURCHASE PLAN

SUBSCRIPTION AGREEMENT

_____ Original Application Enrollment Date: _____

_____ Change in Payroll Deduction Rate

_____ Change of Beneficiary(ies)

(1) ___________________________________________ hereby elects to participate in
the Inforte Corp. Employee Stock Purchase Plan (the "Employee Stock
Purchase Plan") and subscribes to purchase shares of the Company's Common
Stock in accordance with this Subscription Agreement and the Employee Stock
Purchase Plan.

(2) I hereby authorize payroll deductions from each paycheck in the amount of
_____ % (must be at least 1%) of my Compensation on each payday during the
Offering Period in accordance with the Employee Stock Purchase Plan.
(Please note that no fractional percentages are permitted. The total
amount of payroll deductions may not exceed $21,250.00 per calendar year.)

(3) I understand that said payroll deductions shall be accumulated for the
purchase of shares of Common Stock at the applicable Purchase Price
determined in accordance with the Employee Stock Purchase Plan. I
understand that any accumulated payroll deductions will be used to
automatically purchase shares on a Purchase Date. I understand that once
payroll deductions are made from my paycheck, I may not withdraw or access
such amounts unless I terminate employment.

(4) I have received a copy of the complete Employee Stock Purchase Plan. I
understand that my participation in the Employee Stock Purchase Plan is in
all respects subject to the terms of the Plan. I understand that my
ability to purchase shares under this Subscription Agreement is subject to
stockholder approval of the Employee Stock Purchase Plan.
(5) Shares purchased for me under the Employee Stock Purchase Plan should be
issued in the name(s) of (Employee or Employee and Spouse only):
_______________________
_______________________________________________________________________.

(6) I understand that if I dispose of any shares received by me pursuant to the
Plan within (a) two (2) years after the Enrollment Date (the first day of
the Offering Period during which I purchased such shares) or (b) within one
(1) year after the Purchase Date (such periods are referred to as the
"holding periods"), I will be treated for federal income tax purposes as
having received ordinary income at the time of such disposition in an

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<PAGE>

amount equal to the excess of the fair market value of the shares at the
time such shares were purchased by me over the price which I paid for the
shares. I HEREBY AGREE TO NOTIFY THE COMPANY IN WRITING WITHIN THIRTY (30)
DAYS AFTER THE DATE OF ANY DISPOSITION OF SHARES AND I WILL MAKE ADEQUATE
PROVISION FOR FEDERAL, STATE OR OTHER TAX WITHHOLDING OBLIGATIONS, IF ANY,
WHICH ARISE UPON THE DISPOSITION OF THE COMMON STOCK. The Company or a
Participating Employer may, but will not be obligated to, withhold from my
compensation the amount necessary to meet any applicable withholding
obligation including any withholding necessary to make available to the
Company any tax deductions or benefits attributable to sale or early
disposition of Common Stock by me. If I dispose of such shares at any time
after the expiration of the holding periods, I understand that I will be
treated for federal income tax purposes as having received income only at
the time of such disposition, and that such income will be taxed as
ordinary income only to the extent of an amount equal to the lesser of (1)
the excess of the fair market value of the shares at the time of such
disposition over the purchase price which I paid for the shares; or (2)
fifteen percent (15%) of the fair market value of the shares on the first
day of the Offering Period. The remainder of the gain, if any, recognized
on such disposition will be taxed as capital gain.

(7) I hereby agree to be bound by the terms of the Employee Stock Purchase
Plan. The effectiveness of this Subscription Agreement is dependent upon
my eligibility to participate in the Employee Stock Purchase Plan.

(8) In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the
Employee Stock Purchase Plan:

NAME OF BENEFICIARY: ____________________________________________
(Please print) (First) (Middle) (Last)

_____________________________________________
Relationship

_____________________________________________
Address

I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.

Dated: _____________________

________________________________ ________________________________________

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<PAGE>

Name of Employee (Please Print) Signature of Employee

Employee's Social Security Number: _____________________________________

Employee's Address: _____________________________________

_____________________________________

If employee designated individual other than spouse as beneficiary:

_____________________________________
Spouse's Signature

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<PAGE>

INFORTE CORP.
EMPLOYEE STOCK PURCHASE PLAN

NOTICE OF WITHDRAWAL

The undersigned participant in the Offering Period of the Inforte
Corp. Employee Stock Purchase Plan that began on ____________, ____ (the
"Enrollment Date") hereby notifies the Company that he or she hereby withdraws
from the Offering Period. He or she hereby directs the Company to terminate his
or her participation immediately following the next Purchase Date after this
Notice is received and processed by the Company, and to pay to the undersigned
as promptly as practicable any payroll deductions credited to his or her account
that were not used to purchase shares of stock as of such Purchase Date. The
undersigned understands and agrees that his or her right to purchase shares for
such Offering Period will be automatically terminated. The undersigned also
understands that no further payroll deductions will be made for the purchase of
shares in the current Offering Period and the undersigned shall be eligible to
participate in succeeding Offering Periods only by delivering to the Company a
new Subscription Agreement.

Name and Address of Participant: _____________________________________

_____________________________________

Signature: _____________________________________

Date: _____________________________________

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<PAGE>

Exhibit 10.7

INDEMNIFICATION AGREEMENT

This Indemnification Agreement ("Agreement") is effective as of
_________ ___, _______ by and between Inforte Corp., a Delaware corporation (the
"Company"), and _____________ ("Indemnitee").

Recitals

A. The Company desires to attract and retain the services of highly
qualified individuals, such as Indemnitee, to serve the Company.

B. To induce Indemnitee to provide services to the Company, the
Company wishes to provide for the indemnification of, and the advancement of
expenses to, Indemnitee to the maximum extent permitted by law.

C. The Company and Indemnitee further recognize the increase in
corporate litigation in general, subjecting directors, officers, employees,
agents and fiduciaries to expensive litigation risks.

D. The Company and Indemnitee desire to have in place the protection
provided by an indemnification agreement, to provide indemnification and
advancement of expenses to the Indemnitee to the maximum extent permitted by
Delaware law.

WHEREAS, in view of the considerations set forth above, the Company
desires that Indemnitee shall be indemnified and advanced expenses by the
Company as set forth herein;

NOW, THEREFORE, the Company and Indemnitee hereby agree as set forth
below.

1. CERTAIN DEFINITIONS.

a. "Change in Control" shall mean, and shall be deemed to have occurred if, on
or after the date of this Agreement: (i) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended),
other than a trustee or other fiduciary holding securities under an employee
benefit plan of the Company acting in such capacity or a corporation owned
directly or indirectly by the stockholders of the Company in substantially the
same proportions as their ownership of stock of the Company, becomes the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing more than 50% of the total
voting power represented by the Company's then outstanding Voting Securities;
(ii) during any period of two (2) consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the Company and
any new director whose election by the Board of Directors or nomination for
election by the Company's stockholders was approved by a vote of at least two
thirds (2/3) of

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<PAGE>

the directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof, (iii) the
stockholders of the Company approve a merger or consolidation of the Company
with any other corporation other than a merger or consolidation which would
result in the Voting Securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into Voting Securities of the surviving entity) at least 50% of the
total voting power represented by the Voting Securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation; or
(iv) the stockholders of the Company approve a plan of complete liquidation of
the Company or an agreement for the sale or disposition by the Company of (in
one transaction or a series of related transactions) all or substantially all of
the Company's assets.

b. "Claim" shall mean, with respect to a Covered Event, any threatened, pending
or completed action, suit, proceeding or alternative dispute resolution
mechanism, or any hearing, inquiry or investigation that Indemnitee in good
faith believes might lead to the institution of any such action, suit,
proceeding or alternative dispute resolution mechanism, whether civil, criminal,
administrative, investigative or other.

c. References to the "Company" shall include, in addition to Inforte Corp., any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger to which Inforte Corp. (or any wholly owned subsidiary
of Inforte Corp.) is a party which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
employees, agents or fiduciaries, so that if Indemnitee is or was a director,
officer, employee, agent or fiduciary of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee, agent or fiduciary of another corporation, partnership, joint
venture, employee benefit plan, trust or other enterprise, Indemnitee shall
stand in the same position under the provisions of this Agreement with respect
to the resulting or surviving corporation as Indemnitee would have with respect
to such constituent corporation if its separate existence had continued.

d. "Covered Event" shall mean any event or occurrence related to the fact that
Indemnitee is or was a director, officer, employee, agent or fiduciary of the
Company, or any subsidiary of the Company, or is or was serving at the request
of the Company as a director, officer, employee, agent or fiduciary of another
corporation, partnership, joint venture, trust or other enterprise, or by reason
of any action or inaction on the part of Indemnitee while serving in such
capacity.

e. "Expenses" shall mean any and all expenses (including attorneys' fees and
all other costs, expenses and obligations) incurred in connection with
investigating, defending, being a witness in or participating in (including on
appeal), or preparing to defend, to be a witness in or to participate in, any
action, suit, proceeding, alternative dispute resolution mechanism, hearing,
inquiry or investigation), judgments, fines, penalties and amounts paid in
settlement (if such settlement is approved in advance by the Company, which
approval shall not be unreasonably

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<PAGE>

withheld) of any Claim and any federal, state, local or foreign taxes imposed on
the Indemnitee as a result of the actual or deemed receipt of any payments under
this Agreement.

f. "Expense Advance" shall mean a payment to Indemnitee pursuant to Section 3
of Expenses in advance of the settlement of or final judgment in any action,
suit, proceeding or alternative dispute resolution mechanism, hearing, inquiry
or investigation which constitutes a Claim.

g. "Independent Legal Counsel" shall mean an attorney or firm of attorneys,
selected in accordance with the provisions of Section 2(d) hereof, who shall not
have otherwise performed services for the Company or Indemnitee within the last
three (3) years (other than with respect to matters concerning the rights of
Indemnitee under this Agreement, or of other Indemnitees under similar indemnity
agreements).

h. References to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on Indemnitee with
respect to an employee benefit plan; and references to "serving at the request
of the Company" shall include any service as a director, officer, employee,
agent or fiduciary of the Company which imposes duties on, or involves services
by, such director, officer, employee, agent or fiduciary with respect to an
employee benefit plan, its participants or its beneficiaries; and if Indemnitee
acted in good faith and in a manner Indemnitee reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan,
Indemnitee shall be deemed to have acted in a manner "not opposed to the bests
interests of the Company" as referred to in this Agreement.

i. "Reviewing Party" shall mean, subject to the provisions of Section 2(d), any
person or body appointed by the Board of Directors in accordance with applicable
law to review the Company's obligations hereunder and under applicable law,
which may include a member or members of the Company's Board of Directors,
Independent Legal Counsel or any other person or body not a party to the
particular Claim for which Indemnitee is seeking indemnification.

j. "Section" refers to a section of this Agreement unless otherwise indicated.

k. "Voting Securities" shall mean any securities of the Company that vote
generally in the election of directors.

2. INDEMNIFICATION.

a. INDEMNIFICATION OF EXPENSES. Subject to the provisions of Section 2(b)
below, the Company shall indemnify Indemnitee for Expenses to the fullest extent
permitted by law if Indemnitee was or is or becomes a party to or witness or
other participant in, or is threatened to be made a party to or witness or other
participant in, any Claim (whether by reason of or arising in part out of a
Covered Event), including all interest, assessments and other charges paid or
payable in connection with or in respect of such Expenses.

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<PAGE>

b. REVIEW OF INDEMNIFICATION OBLIGATIONS. Notwithstanding the foregoing, in
the event any Reviewing Party shall have determined (in a written opinion, in
any case in which Independent Legal Counsel is the Reviewing Party) that
Indemnitee is not entitled to be indemnified hereunder under applicable law: (i)
the Company shall have no further obligation under Section 2(a) to make any
payments to Indemnitee not made prior to such determination by such Reviewing
Party; and (ii) the Company shall be entitled to be reimbursed by Indemnitee
(who hereby agrees to reimburse the Company) for all Expenses theretofore paid
to Indemnitee to which Indemnitee is not entitled hereunder under applicable
law; provided, however, that if Indemnitee has commenced or thereafter commences
legal proceedings in a court of competent jurisdiction to secure a determination
that Indemnitee is entitled to be indemnified hereunder under applicable law,
any determination made by any Reviewing Party that Indemnitee is not entitled to
be indemnified hereunder under applicable law shall not be binding and
Indemnitee shall not be required to reimburse the Company for any Expenses
theretofore paid in indemnifying Indemnitee until a final judicial determination
is made with respect thereto (as to which all rights of appeal therefrom have
been exhausted or lapsed). Indemnitee's obligation to reimburse the Company for
any Expenses shall be unsecured and no interest shall be charged thereon.

c. INDEMNITEE RIGHTS ON UNFAVORABLE DETERMINATION; BINDING EFFECT. If any
Reviewing Party determines that Indemnitee substantively is not entitled to be
indemnified hereunder in whole or in part under applicable law, Indemnitee shall
have the right to commence litigation seeking an initial determination by the
court or challenging any such determination by such Reviewing Party or any
aspect thereof, including the legal or factual bases therefor, and, subject to
the provisions of Section 16, the Company hereby consents to service of process
and to appear in any such proceeding. Absent such litigation, any determination
by any Reviewing Party shall be conclusive and binding on the Company and
Indemnitee.

d. SELECTION OF REVIEWING PARTY; CHANGE IN CONTROL. If there has not been a
Change in Control, any Reviewing Party shall be selected by the Board of
Directors, and if there has been such a Change in Control (other than a Change
in Control which has been approved by a majority of the Company's Board of
Directors who were directors immediately prior to such Change in Control), any
Reviewing Party with respect to all matters thereafter arising concerning the
rights of Indemnitee to indemnification of Expenses under this Agreement or any
other agreement or under the Company's Certificate of Incorporation or Bylaws as
now or hereafter in effect, or under any other applicable law, if desired by
Indemnitee, shall be Independent Legal Counsel selected by Indemnitee and
approved by the Company (which approval shall not be unreasonably withheld).
Such counsel, among other things, shall render its written opinion to the
Company and Indemnitee as to whether and to what extent Indemnitee would be
entitled to be indemnified hereunder under applicable law and the Company agrees
to abide by such opinion. The Company agrees to pay the reasonable fees of the
Independent Legal Counsel referred to above and to indemnify fully such counsel
against any and all expenses (including attorneys' fees), claims, liabilities
and damages arising out of or relating to this Agreement or its engagement
pursuant hereto. Notwithstanding any other provision of this Agreement, the
Company shall not be required to pay Expenses of more than

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<PAGE>

one Independent Legal Counsel in connection with all matters concerning a single
Indemnitee, and such Independent Legal Counsel shall be the Independent Legal
Counsel for any or all other Indemnitees unless: (i) the employment of separate
counsel by one or more Indemnitees has been previously authorized by the Company
in writing; or (ii) an Indemnitee shall have provided to the Company a written
statement that such Indemnitee has reasonably concluded that there may be a
conflict of interest between such Indemnitee and the other Indemnitees with
respect to the matters arising under this Agreement.

e. MANDATORY PAYMENT OF EXPENSES. Notwithstanding any other provision of this
Agreement other than Section 10 hereof, to the extent that Indemnitee has been
successful on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, in defense of any Claim, Indemnitee
shall be indemnified against all Expenses incurred by Indemnitee in connection
therewith.

3. EXPENSE ADVANCES.

a. OBLIGATION TO MAKE EXPENSE ADVANCES. Upon receipt of a written undertaking
by or on behalf of the Indemnitee to repay such amounts if it shall ultimately
be determined that the Indemnitee is not entitled to be indemnified therefor by
the Company hereunder under applicable law, the Company shall make Expense
Advances to Indemnitee.

b. FORM OF UNDERTAKING. Any obligation to repay any Expense Advances hereunder
pursuant to a written undertaking by the Indemnitee shall be unsecured and no
interest shall be charged thereon.

c. DETERMINATION OF REASONABLE EXPENSE ADVANCES. The parties agree that for
the purposes of any Expense Advance for which Indemnitee has made written demand
to the Company in accordance with this Agreement, all Expenses included in such
Expense Advance that are certified by affidavit of Indemnitee's counsel as being
reasonable shall be presumed conclusively to be reasonable.

4. PROCEDURES FOR INDEMNIFICATION AND EXPENSE ADVANCES.

a. TIMING OF PAYMENTS. All payments of Expenses (including, without
limitation, Expense Advances) by the Company to the Indemnitee pursuant to this
Agreement shall be made to the fullest extent permitted by law as soon as
practicable after written demand by Indemnitee therefor is presented to the
Company, but in no event later than thirty (30) days after such written demand
by Indemnitee is presented to the Company, except in the case of Expense
Advances, which shall be made no later than fifteen (15) days after such written
demand by Indemnitee is presented to the Company.

b. NOTICE/COOPERATION BY INDEMNITEE. Indemnitee shall, as a condition
precedent to Indemnitee's right to be indemnified or Indemnitee's right to
receive Expense Advances under this Agreement, give the Company notice in
writing, as soon as practicable, of any Claim made against Indemnitee for which
indemnification will or could be sought under this Agreement. Notice to the
Company shall be directed to the Chief Executive Officer of the

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<PAGE>

Company at the address shown on the signature page of this Agreement (or such
other address as the Company shall designate in writing to Indemnitee). In
addition, Indemnitee shall give the Company such information and cooperation as
it may reasonably require and as shall be within Indemnitee's power.

c. NO PRESUMPTIONS; BURDEN OF PROOF. For purposes of this Agreement, the
termination of any Claim by judgment, order, settlement (whether with or without
court approval) or conviction, or upon a plea of nolo contendere, or its
equivalent, shall not create a presumption that Indemnitee did not meet any
particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by this Agreement or applicable
law. In addition, neither the failure of any Reviewing Party to have made a
determination as to whether Indemnitee has met any particular standard of
conduct or had any particular belief, nor an actual determination by any
Reviewing Party that Indemnitee has not met such standard of conduct or did not
have such belief, prior to the commencement of legal proceedings by Indemnitee
to secure a judicial determination that Indemnitee should be indemnified under
this Agreement under applicable law, shall be a defense to Indemnitee's claim or
create a presumption that Indemnitee has not met any particular standard of
conduct or did not have any particular belief. In connection with any
determination by any Reviewing Party or otherwise as to whether the Indemnitee
is entitled to be indemnified hereunder under applicable law, the burden of
proof shall be on the Company to establish that Indemnitee is not so entitled.

d. NOTICE TO INSURERS. If, at the time of the receipt by the Company of a
notice of a Claim pursuant to Section 4(b) hereof, the Company has liability
insurance in effect which may cover such Claim, the Company shall give prompt
notice of the commencement of such Claim to the insurers in accordance with the
procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf
of the Indemnitee, all amounts payable as a result of such Claim in accordance
with the terms of such policies.

e. SELECTION OF COUNSEL. In the event the Company shall be obligated hereunder
to provide indemnification for or make any Expense Advances with respect to the
Expenses of any Claim, the Company, if appropriate, shall be entitled to assume
the defense of such Claim with counsel approved by Indemnitee (which approval
shall not be unreasonably withheld) upon the delivery to Indemnitee of written
notice of the Company's election to do so. After delivery of such notice,
approval of such counsel by Indemnitee and the retention of such counsel by the
Company, the Company will not be liable to Indemnitee under this Agreement for
any fees or expenses of separate counsel subsequently retained by or on behalf
of Indemnitee with respect to the same Claim; provided, however, that: (i)
Indemnitee shall have the right to employ Indemnitee's separate counsel in any
such Claim at Indemnitee's expense; and (ii) if (A) the employment of separate
counsel by Indemnitee has been previously authorized by the Company, (B)
Indemnitee shall have reasonably concluded that there may be a conflict of
interest between the Company and Indemnitee in the conduct of any such defense,
or (C) the Company shall not continue to retain such counsel to defend such
Claim, then the

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<PAGE>

fees and expenses of Indemnitee's separate counsel shall be Expenses for which
Indemnitee may receive indemnification or Expense Advances hereunder.

5. ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.

a. SCOPE. The Company hereby agrees to indemnify the Indemnitee to the fullest
extent permitted by law, notwithstanding that such indemnification is not
specifically authorized by the other provisions of this Agreement, the Company's
Certificate of Incorporation, the Company's Bylaws or by statute. In the event
of any change after the date of this Agreement in any applicable law, statute or
rule which expands the right of a Delaware corporation to indemnify a member of
its board of directors or an officer, employee, agent or fiduciary, it is the
intent of the parties hereto that Indemnitee shall enjoy by this Agreement the
greater benefits afforded by such change. In the event of any change in any
applicable law, statute or rule which narrows the right of a Delaware
corporation to indemnify a member of its board of directors or an officer,
employee, agent or fiduciary, such change, to the extent not otherwise required
by such law, statute or rule to be applied to this Agreement, shall have no
effect on this Agreement or the parties' rights and obligations hereunder except
as set forth in Section 10(a) hereof.

b. NONEXCLUSIVITY. The indemnification and the payment of Expense Advances
provided by this Agreement shall be in addition to any rights to which
Indemnitee may be entitled under the Company's Certificate of Incorporation, its
Bylaws, any other agreement, any vote of stockholders or disinterested
directors, the General Corporation Law of the State of Delaware, or otherwise.
The indemnification and the payment of Expense Advances provided under this
Agreement shall continue as to Indemnitee for any action taken or not taken
while serving in an indemnified capacity even though subsequent thereto
Indemnitee may have ceased to serve in such capacity.

6. NO DUPLICATION OF PAYMENTS. The Company shall not be liable under this
Agreement to make any payment in connection with any Claim made against
Indemnitee to the extent Indemnitee has otherwise actually received payment
(under any insurance policy, provision of the Company's Certificate of
Incorporation, Bylaws or otherwise) of the amounts otherwise payable hereunder.

7. PARTIAL INDEMNIFICATION. If Indemnitee is entitled under any provision of
this Agreement to indemnification by the Company for some or a portion of
Expenses incurred in connection with any Claim, but not, however, for all of the
total amount thereof, the Company shall nevertheless indemnify Indemnitee for
the portion of such Expenses to which Indemnitee is entitled.

8. MUTUAL ACKNOWLEDGMENT. Both the Company and Indemnitee acknowledge that in
certain instances, federal law or applicable public policy may prohibit the
Company from indemnifying its directors, officers, employees, agents or
fiduciaries under this Agreement or otherwise. Indemnitee understands and
acknowledges that the Company has undertaken or may be required in the future to
undertake with the Securities and Exchange Commission to

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<PAGE>

submit the question of indemnification to a court in certain circumstances for a
determination of the Company's right under public policy to indemnify Indemnitee

9. LIABILITY INSURANCE. To the extent the Company maintains liability
insurance applicable to directors, officers, employees, agents or fiduciaries,
Indemnitee shall be covered by such policies in such a manner as to provide
Indemnitee the same rights and benefits as are provided to the most favorably
insured of the Company's directors, if Indemnitee is a director; or of the
Company's officers, if Indemnitee is not a director of the Company but is an
officer; or of the Company's key employees, agents or fiduciaries, if Indemnitee
is not an officer or director but is a key employee, agent or fiduciary.

10. EXCEPTIONS. Notwithstanding any other provision of this Agreement, the
Company shall not be obligated pursuant to the terms of this Agreement:

a. EXCLUDED ACTIONS OR OMISSIONS. To indemnify or make Expense Advances to
Indemnitee with respect to Claims arising out of acts, omissions or transactions
for which Indemnitee is prohibited from receiving indemnification under
applicable law.

b. CLAIMS INITIATED BY INDEMNITEE. To indemnify or make Expense Advances to
Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee
and not by way of defense, counterclaim or crossclaim, except: (i) with respect
to actions or proceedings brought to establish or enforce a right to
indemnification under this Agreement or any other agreement or insurance policy
or under the Company's Certificate of Incorporation or Bylaws now or hereafter
in effect relating to Claims for Covered Events; (ii) in specific cases if the
Board of Directors has approved the initiation or bringing of such Claim, or
(iii) as otherwise required under Section 145 of the Delaware General
Corporation Law, regardless of whether Indemnitee ultimately is determined to be
entitled to such indemnification, Expense Advances, or insurance recovery, as
the case may be.

c. LACK OF GOOD FAITH. To indemnify Indemnitee for any Expenses incurred by
the Indemnitee with respect to any action instituted: (i) by Indemnitee to
enforce or interpret this Agreement, if a court having jurisdiction over such
action determines as provided in Section 13 that each of the material assertions
made by the Indemnitee as a basis for such action was not made in good faith or
was frivolous; or (ii) by or in the name of the Company to enforce or interpret
this Agreement, if a court having jurisdiction over such action determines as
provided in Section 13 that each of the material defenses asserted by Indemnitee
in such action was made in bad faith or was frivolous.

d. CLAIMS UNDER SECTION 16(b). To indemnify Indemnitee for Expenses and the
payment of profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 16(b) of the Securities Exchange Act of 1934,
as amended, or any similar successor statute.

11. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall constitute an original.

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<PAGE>

12. BINDING EFFECT; SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the parties hereto and
their respective successors, assigns (including any direct or indirect successor
by purchase, merger, consolidation or otherwise to all or substantially all of
the business or assets of the Company), spouses, heirs and personal and legal
representatives. The Company shall require and cause any successor (whether
direct or indirect, and whether by purchase, merger, consolidation or otherwise)
to all, substantially all, or a substantial part, of the business or assets of
the Company, by written agreement in form and substance satisfactory to
Indemnitee, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if
no such succession had taken place. This Agreement shall continue in effect
regardless of whether Indemnitee continues to serve as a director, officer,
employee, agent or fiduciary (as applicable) of the Company or of any other
enterprise at the Company's request.

13. EXPENSES INCURRED IN ACTION RELATING TO ENFORCEMENT OR INTERPRETATION. In
the event that any action is instituted by Indemnitee under this Agreement or
under any liability insurance policies maintained by the Company to enforce or
interpret any of the terms hereof or thereof, Indemnitee shall be entitled to be
indemnified for all Expenses incurred by Indemnitee with respect to such action
(including, without limitation, attorneys' fees), regardless of whether
Indemnitee is ultimately successful in such action, unless as a part of such
action a court having jurisdiction over such action makes a final judicial
determination (as to which all rights of appeal therefrom have been exhausted or
lapsed) that each of the material assertions made by Indemnitee as a basis for
such action was not made in good faith or was frivolous; provided, however, that
until such final judicial determination is made, Indemnitee shall be entitled
under Section 3 to receive payment of Expense Advances hereunder with respect to
such action. In the event of an action instituted by or in the name of the
Company under this Agreement to enforce or interpret any of the terms of this
Agreement, Indemnitee shall be entitled to be indemnified for all Expenses
incurred by Indemnitee in defense of such action (including, without limitation,
costs and expenses incurred with respect to Indemnitee's counterclaims and
cross-claims made in such action), unless as a part of such action a court
having jurisdiction over such action makes a final judicial determination (as to
which all rights of appeal therefrom have been exhausted or lapsed) that each of
the material defenses asserted by Indemnitee in such action was made in bad
faith or was frivolous; provided, however, that until such final judicial
determination is made, Indemnitee shall be entitled under Section 3 to receive
payment of Expense Advances hereunder with respect to such action.

14. PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of
action shall be asserted by or in the right of the Company against Indemnitee,
Indemnitee's estate, spouse, heirs, executors or personal or legal
representatives after the expiration of two (2) years from the date of accrual
of such cause of action, and any claim or cause of action of the Company shall
be extinguished and deemed released unless asserted by the timely filing of a
legal action within such two (2) year period; provided, however, that if any
shorter period of limitations is otherwise applicable to any such cause of
action, such shorter period shall govern.

-9-
<PAGE>

15. NOTICE. All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed duly given: (i) if delivered
by hand and signed for by the party addressed, on the date of such delivery; or
(ii) if mailed by domestic certified or registered mail with postage prepaid, on
the third (3rd) business day after the date postmarked. Addresses for notice to
either party are as shown on the signature page of this Agreement, or as
subsequently modified by written notice.

16. CONSENT TO JURISDICTION. The Company and Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the State of Delaware
for all purposes in connection with any action or proceeding which arises out of
or relates to this Agreement and agree that any action instituted under this
Agreement shall be commenced, prosecuted and continued only in the Court of
Chancery of the State of Delaware in and for New Castle County, which shall be
the exclusive and only proper forum for adjudicating such a claim.

17. SEVERABILITY. The provisions of this Agreement shall be severable in the
event that any of the provisions hereof (including any provision within a single
section, paragraph or sentence) are held by a court of competent jurisdiction to
be invalid, void or otherwise unenforceable, and the remaining provisions shall
remain enforceable to the fullest extent permitted by law. Furthermore, to the
fullest extent possible, the provisions of this Agreement (including, without
limitation, each portion of this Agreement containing any provision held to be
invalid, void or otherwise unenforceable, that is not itself invalid, void or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.

18. CHOICE OF LAW. This Agreement, and all rights, remedies, liabilities,
powers and duties of the parties to this Agreement, shall be governed by and
construed in accordance with the laws of the State of Delaware as applied to
contracts between Delaware residents entered into and to be performed entirely
in the State of Delaware without regard to principles of conflicts of laws.

19. SUBROGATION. In the event of payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of
recovery of Indemnitee, who shall execute all documents required and shall do
all acts that may be necessary to secure such rights and to enable the Company
effectively to bring suit to enforce such rights.

20. AMENDMENT AND TERMINATION. No amendment, modification, termination or
cancellation of this Agreement shall be effective unless it is in writing signed
by both the parties hereto. No waiver of any of the provisions of this
Agreement shall be deemed to be or shall constitute a waiver of any other
provisions hereof (whether or not similar), nor shall such waiver constitute a
continuing waiver.

21. INTEGRATION AND ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding between the parties hereto and supersedes and merges all previous
written and oral negotiations, commitments, understandings and agreements
relating to the subject matter hereof between the parties hereto.

-10-
<PAGE>

22. NO CONSTRUCTION AS EMPLOYMENT AGREEMENT. Nothing contained in this
Agreement shall be construed as giving Indemnitee any right to be retained in
the employ of the Company or any of its subsidiaries or affiliated entities.

-11-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this
Indemnification Agreement as of the date first above written.

INFORTE CORP.

By:________________________

Its:_______________________

INDEMNITEE

___________________________

___________________________
Name Printed

-12-

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the capiton "Experts" and to
the use of our report dated October 15, 1999, in the Registration Statement on
Form S-1 and related Prospectus of Inforte Corp. dated December 8, 1999.

/s/ Ernst & Young LLP

Chicago, Illinois
December 8, 1999

<PAGE>

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<FN>
<F1> Notes and accounts receivable-trade includes "pre-paid expense and other
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</FN>

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0
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0
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<PAGE>

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