content: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  
  
          Date of Report (Date of earliest event reported) - June 21, 1999
  
  
                                 MARKET GUIDE INC.
               (Exact name of registrant as specified in its charter)
  
  
  
     New York 291525-NY                                       11-2646081
  (State or other jurisdiction                      (Commission File (IRS Employer
            of incorporation)                         Number) Identification No.)
  
  
                         2001 Marcus Avenue, Suite South 200
                            Lake Success, New York 11042
                  (Address of principal executive offices) Zip Code
  
  
  
  
         Registrant's telephone number, including area code: (516) 327-2400
                                   --------------
  
  
  
  
  
  
  Item 5.  Other Events.
  
           On June 23,  1999,  Market  Guide,  Inc., a New York  corporation  (the
  "Registrant"), Multex.com, Inc., a Delaware corporation ("Multex"), and Merengue
  Acquisition  Corp.,  a New York  corporation  and a wholly owned  subsidiary  of
  Multex   ("Merengue"),   executed   an   Agreement   and  Plan  of  Merger   and
  Reorganization,  dated as of June 23, 1999 (the "Merger Agreement"), pursuant to
  which Merengue will merge with and into the  Registrant and the Registrant  will
  continue as a wholly owned subsidiary of Multex (the "Merger").  Under the terms
  of the Merger Agreement,  each outstanding share of Registrant common stock will
  be exchanged  for one share of Multex  common  stock.  The  transaction  will be
  accounted  for  as a  pooling  of  interests  and  will  qualify  as a  tax-free
  reorganization.  The Merger is expected to close in the fall of 1999  subject to
  various  conditions,  including the  expiration or termination of any applicable
  waiting period under the Hart-Scott-Rodino  Antitrust  Improvements Act of 1976,
  as amended,  and  approval by the  stockholders  of each of the  Registrant  and
  Multex.  The  foregoing  description  of the Merger and the Merger  Agreement is
  qualified in its entirety by reference to the Merger Agreement,  a copy of which
  is attached hereto as Exhibit 2.1 and incorporated  herein by reference.  A copy
  of the joint press release  issued by the Registrant and Multex on June 23, 1999
  with  respect  to  the  Merger  is  attached  hereto  as  Exhibit  99.1  and  is
  incorporated herein by reference.
  
           On June 21,  1999,  the  Bylaws  of the  Registrant  were  amended  and
  restated to provide,  among  other  things,  that the offices of Chairman of the
  Board  of  Directors  and  President  of the  Company  may be held by  different
  individuals.  A copy of the Amended and  Restated  Bylaws is attached  hereto as
  Exhibit 3.1 and is incorporated herein by reference.
  
  
  Item 7.  Financial Statements and Exhibits.
  
           (a)      Financial Statements of business acquired.
  
                    None.
  
           (b)      Pro Forma financial information.
  
                    None.
  
           (c)      Exhibits.
  
                    2.1    Agreement and Plan of Merger and Reorganization, dated
                    as of June 23, 1999, by and among Market Guide Inc.,
                    Multex.com, Inc. and Merengue Acquisition Corp.
  
                    3.1  Amended and  Restated  Bylaws of Market Guide Inc.,
                    dated as of June 21, 1999.
  
                    99.1   Press Release issued by Market Guide Inc. and
                    Multex.com, Inc. on June 23, 1999.
  
  
  
  
  <PAGE>
  
  
  
  
                                     SIGNATURES
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
  
                                               MARKET GUIDE INC.
  
  
  Dated:  June 29, 1999                       By:    /s/ Homi M. Byramji
                                           ---------------------------------------
                                              Name:        Homi M. Byramji
                                              Title:       President and
                                                           Chief Executive Officer
  
  
  <PAGE>
  
  
  
                                    Exhibit Index
  
  Exhibit No.       Description
  
  2.1  Agreement and Plan of Merger and Reorganization, dated as of June 23, 1999,
       by and among Market Guide Inc., Multex.com, Inc. and Merengue Acquisition
       Corp.
  
  3.1  Amended and Restated Bylaws of Market Guide Inc., dated as of June 21, 1999
  
  99.1 Press Release issued by Market Guide Inc. and Multex.com, Inc. on
       June 23, 1999.
  
  
  
  <PAGE>
  
  
  
  
  
                                     EXHIBIT 2.1
  
  
  
  
  June 29, 1999
  
  
  Securities and Exchange Commission
  450 Fifth Street, N.W.
  Washington, D.C. 20549
  
  Re:      Market Guide Inc.
           Current Report on Form 8-K
  
  
  Ladies and Gentlemen:
  
           On behalf of Market  Guide  Inc.,  we  hereby  submit  via  electronic
  transmission,  pursuant to the Securities Exchange Act of 1934, as amended,  one
  complete copy of the  Company's  Current  Report on Form 8-K,  together with the
  exhibits thereto.
  
           Should you have any questions  concerning  the foregoing or require any
  additional information, please contact the undersigned at (516) 327-2400.
  
  Very truly yours,
  
  
  /s/
  
  
  
  
  Enclosures
  cc:  Robert B. Stebbins
       Steven A. Seidman
  
  
  <PAGE>
  
  
  
  
  
  
  
  
                   AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
  
  
                                        among
  
  
                                  MULTEX.COM, INC.
  
  
                             MERENGUE ACQUISITION CORP.
  
  
                                         and
  
  
                                  MARKET GUIDE INC.
  
  
                              Dated as of June 23, 1999
  
  
  
  <PAGE>
  
  
  
  
  <TABLE>
  <CAPTION>
  
                                  TABLE OF CONTENTS
  
  
  
  <S>            <C>                                                                                               <C>
  
  ARTICLE I.  DEFINITIONS...........................................................................................2
         SECTION 1.1.  Certain Defined Terms........................................................................2
  
  ARTICLE II.  THE MERGER...........................................................................................6
         SECTION 2.1.  The Merger...................................................................................6
         SECTION 2.2.  Closing......................................................................................6
         SECTION 2.3.  Effective Time...............................................................................6
         SECTION 2.4.  Effect of the Merger.........................................................................7
         SECTION 2.5.  Certificate of Incorporation; Bylaws; Directors and Officers of Surviving Corporation........7
  
  ARTICLE III.  CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES..................................................7
         SECTION 3.1.  Conversation of Shares.......................................................................7
         SECTION 3.2.  Exchange of Shares Other than Dissenting Shares and Treasury Shares..........................8
         SECTION 3.3.  Stock Transfer Books........................................................................10
         SECTION 3.4.  No Fractional Share Certificates............................................................10
         SECTION 3.5.  Options to Purchase Company Common Stock....................................................11
         SECTION 3.6.  Certain Adjustments.........................................................................11
         SECTION 3.7.  Dissenters' Rights..........................................................................12
         SECTION 3.8.  Lost, Stolen or Destroyed Certificates......................................................12
         SECTION 3.9.  Taking of Necessary Action; Further Action..................................................12
  
  ARTICLE IV.  REPRESENTATIONS AND WARRANTIES OF COMPANY...........................................................13
         SECTION 4.1.  Organization and Qualification; Subsidiaries................................................13
         SECTION 4.2.  Certificate of Incorporation and Bylaws.....................................................13
         SECTION 4.3.  Capitalization..............................................................................13
         SECTION 4.4.  Authority Relative to This Agreement........................................................14
         SECTION 4.5.  No Conflict; Required Filings and Consents..................................................15
         SECTION 4.6.  Permits; Compliance with Laws...............................................................15
         SECTION 4.7.  SEC Filings; Financial Statements...........................................................16
         SECTION 4.8.  Absence of Certain Changes or Events........................................................17
         SECTION 4.9.  Employee Benefit Plans, Labor Matters.......................................................17
         SECTION 4.10.  Pooling; Certain Tax Matters...............................................................20
         SECTION 4.11.  Contracts..................................................................................20
         SECTION 4.12.  Litigation.................................................................................21
         SECTION 4.13.  Environmental Matters......................................................................21
         SECTION 4.14.  Intellectual Property......................................................................21
         SECTION 4.15.  Taxes......................................................................................24
         SECTION 4.16.  Insurance..................................................................................25
         SECTION 4.17.  Properties.................................................................................25
         SECTION 4.18.  Affiliates.................................................................................25
         SECTION 4.19.  Opinion of financial Advisor...............................................................26
         SECTION 4.20.  Brokers....................................................................................26
         SECTION 4.21.  Certain Business Practices.................................................................26
         SECTION 4.22.  Section 912 of the NYBCL Not Applicable....................................................26
         SECTION 4.23.  Business Activity Restriction..............................................................26
  
  ARTICLE V.  REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB..............................................27
         SECTION 5.1.  Organization and Qualification; Subsidiaries................................................27
         SECTION 5.2.  Certificate of Incorporation and Bylaws.....................................................27
         SECTION 5.3.  Capitalization..............................................................................27
         SECTION 5.4.  Authority Relative to This Agreement........................................................28
         SECTION 5.5.  No Conflict: Required Filings...............................................................29
         SECTION 5.6.  Permits; Compliance with Laws...............................................................29
         SECTION 5.7.  Absence of Certain Changes or Events........................................................30
         SECTION 5.8.  SEC Filings; Financial Statements...........................................................30
         SECTION 5.9.  Pooling; Certain Tax Matters................................................................31
         SECTION 5.10.  Litigation.................................................................................31
         SECTION 5.11.  Taxes......................................................................................32
         SECTION 5.12.  Brokers....................................................................................32
         SECTION 5.13.  Certain Business Practices.................................................................32
         SECTION 5.14.  Section 203 of the DGCL, Not Applicable....................................................32
         SECTION 5.15.  No Prior Activities........................................................................32
         SECTION 5.16.  Employee Benefit Plans; Labor Matters......................................................32
         SECTION 5.17.  Intellectual Property......................................................................34
  
  ARTICLE VI.  COVENANTS...........................................................................................35
         SECTION 6.1.  Conduct of Business by Company Pending the Closing..........................................35
         SECTION 6.2.  Notices of Certain Events...................................................................37
         SECTION 6.3.  Access to Information; Confidentiality......................................................38
         SECTION 6.4.  No solicitation of Transaction..............................................................38
         SECTION 6.5.  Tax-Free Transaction; Pooling...............................................................40
         SECTION 6.6.  Control of Operations.......................................................................40
         SECTION 6.7.  Further Action; Consents; Filings...........................................................40
         SECTION 6.8.  Additional Reports..........................................................................41
         SECTION 6.9.  Tax Information.............................................................................41
  
  ARTICLE VII.  ADDITIONAL AGREEMENTS..............................................................................42
         SECTION 7.1.  Registration Statement; Joiht Proxy Statement...............................................42
         SECTION 7.2.  Stockholders' Meetings......................................................................44
         SECTION 7.3.  Affiliates..................................................................................44
         SECTION 7.4.  Directors' and Officers' Indemnification and Insurance......................................45
         SECTION 7.5.  No Shelf Registration.......................................................................46
         SECTION 7.6.  Public Announcements........................................................................46
         SECTION 7.7.  NNM Listing.................................................................................46
         SECTION 7.8.  Blue Sky....................................................................................46
         SECTION 7.9.  Company Stock Options/Registration Statements on Form S-8...................................46
         SECTION 7.10.  Employee Matters...........................................................................46
         SECTION 7.11.  Iboard Representation......................................................................47
  
  ARTICLE VIII.  CONDITIONS TO THE MERGER..........................................................................47
         SECTION 8.1.  Conditions tot he Obligations of Each Party to Consummate the Merger........................47
         SECTION 8.2.  Conditions to the Obligations of Company....................................................48
         SECTION 8.3.  Conditions to the Obligations of Parent.....................................................49
  
  ARTICLE IX.  TERMINATION, AMENDMENT AND WAIVER...................................................................49
         SECTION 9.1.  Termination.................................................................................49
         SECTION 9.2.  Effect of Termination.......................................................................51
         SECTION 9.3.  Amendment...................................................................................51
         SECTION 9.4.  Waiver......................................................................................52
         SECTION 9.5.  Termination Fee: Expenses...................................................................52
  
  ARTICLE X.  GENERAL PROVISIONS...................................................................................53
         SECTION 10.1.  Non-Survival of Representations and Warranties.............................................53
         SECTION 10.2.  Notices....................................................................................53
         SECTION 10.3.  Severability...............................................................................54
         SECTION 10.4.  Assignment, Binding Effect, Benefit........................................................54
         SECTION 10.5.  Incorporation of Exhibits..................................................................54
         SECTION 10.6.  Governing Law..............................................................................54
         SECTION 10.7.  Waiver of Jury Trial.......................................................................55
         SECTION 10.8.  Headings; Interpretation...................................................................55
         SECTION 10.9.  Counterparts...............................................................................55
         SECTION 10.10.  Entire Agreement..........................................................................55
  
  
  ANNEXES
  
  ANNEX A                 Company Stockholder Agreement
  ANNEX B                Parent Stockholder Agreement
  ANNEX C           Form of Company Affiliate Agreement
  ANNEX D                Form of Stockholder Affiliate Agreement
  
  </TABLE>
  
  <PAGE>
  
  
  
  
  
                   AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
  
                    AGREEMENT AND PLAN OF MERGER AND  REORGANIZATION,  dated as of
  June 23, 1999 (as amended, supplemented or otherwise modified from time to time,
  this "Agreement"),  among MULTEX.COM,  INC., a Delaware corporation  ("Parent"),
  MARKET GUIDE INC., a New York corporation ("Company"),  and MERENGUE ACQUISITION
  CORP. a New York  corporation  and a direct  wholly owned  subsidiary  of Parent
  ("Merger Sub"):
  
  
                                W I T N E S S E T H:
  
                    WHEREAS,  the boards of  directors  of Parent and Company have
  determined  that it is advisable and in the best  interests of their  respective
  companies and stockholders to enter into a business  combination by means of the
  merger of Merger Sub with and into Company (the  "Merger") and have approved and
  adopted this Agreement;
  
                    WHEREAS, concurrently with the execution of this Agreement and
  as an inducement to Parent to enter into this Agreement, certain stockholders of
  Company have entered into a stockholder  agreement (each, a "Company Stockholder
  Agreement") in the form attached hereto as Annex A;
  
                    WHEREAS, concurrently with the execution of this Agreement and
  as an inducement to Company to enter into this Agreement,  certain  stockholders
  of Parent have entered into a stockholder agreement (each, a "Parent Stockholder
  Agreement") in the form attached hereto as Annex B;
  
                    WHEREAS, for financial reporting purposes, it is intended that
  the Merger be accounted for as a "pooling of interests" under United States
  generally accepted accounting principles ("U. S. GAAP") and the accounting
  standards of the United States Securities and Exchange Commission (the "SEC");
  and
  
                    WHEREAS, for United States Federal income tax purposes,  it is
  intended  that the  Merger  shall  qualify as a  tax-free  reorganization  under
  Section 368(a) of the Internal  Revenue Code of 1986, as amended  (together with
  the rules and regulations  promulgated  thereunder,  the "Code"),  and that this
  Agreement  shall be,  and hereby is,  adopted  as a plan of  reorganization  for
  purposes of Section 368 of the Code;
  
                    NOW,  THEREFORE,  in  consideration  of the  foregoing and the
  representations,  warranties,  covenants and  agreements  set forth herein,  and
  other good and  valuable  consideration,  the receipt and  adequacy of which are
  hereby  acknowledged,  and  intending to be legally  bound  hereby,  the parties
  hereto hereby agree as follows:
  
  
  
  
  <PAGE>
  
  
  ARTICLE I.
  
  DEFINITIONS
  
                    SECTION  1.1.  Certain  Defined  Terms.   Unless  the  context
  otherwise requires, the following terms, when used in this Agreement, shall have
  the respective  meanings specified below (such meanings to be equally applicable
  to the singular and plural forms of the terms defined):
  
                    "Affiliate" shall mean, with respect to any person,  any other
  person that controls, is controlled by or is under common control with the first
  person.
  
                    "Blue Sky Laws"  shall  mean  state  securities  or "blue sky"
  laws.
  
                    "Business  Day"  shall  mean  any day on which  the  principal
  offices of the SEC in Washington,  D.C. are open to accept  filings,  or, in the
  case of  determining  a date when any payment is due, any day on which banks are
  not required or authorized by law or executive order to close in the City of New
  York.
  
                    "Company   Competing   Transaction"  shall  mean  any  of  the
  following involving Company (other than the Merger):
  
                    any merger, consolidation, share exchange, business combina-
                    tion or other similar transaction;
  
                    any sale,  lease,  exchange,  transfer or other disposition of
           33% or more of the assets of such party and its subsidiaries,  taken as
           a whole, in a single transaction or series of transactions;
  
                    any  tender  offer or  exchange  offer  for 33% or more of the
           outstanding  voting  securities  of  such  party  or  the  filing  of a
           registration   statement   under  the   Securities  Act  in  connection
           therewith; or
  
                    any person having acquired  beneficial  ownership or the right
           to acquire  beneficial  ownership  of, or any  "group" (as such term is
           defined  under  Section  13(d) of the Exchange  Act) having been formed
           (other than a group  consisting  exclusively of those  individuals  who
           execute a Company Affiliate  Agreement) which  beneficially owns or has
           the  right  to  acquire  beneficial  ownership  of,  33% or more of the
           outstanding voting securities of such party;
  
                    any solicitation in opposition to the approval of this
                    Agreement by the stockholders of such party; or
  
                    any public announcement of a proposal, plan or intention to do
                    any of the foregoing or any agreement to engage in any of the
                    foregoing.
  
                    "Company  Disclosure   Schedule"  shall  mean  the  disclosure
  schedule delivered by Company to Parent prior to the execution of this Agreement
  and forming a part hereof.
  
                    "Company  Material Adverse Effect" shall mean any change in or
  effect  on  the  business  of  Company  and  the  Company   Subsidiaries   that,
  individually or in the aggregate  (taking into account all other such changes or
  effects), is, or is reasonably likely to be, materially adverse to the business,
  assets, liabilities, financial condition or results of operations of Company and
  the Company Subsidiaries,  taken as a whole, provided, however, that in no event
  shall a decrease in the trading  price of Company  Common Stock be  considered a
  Company Material Adverse Effect.
  
                    "Company  Stock Plans" shall mean  Company's 1995 Key Employee
  Incentive Plan and Company's 1995 Independent Director's Stock Incentive Plan.
  
                    "Confidentiality Agreement" shall mean the confidentiality
  agreement, dated as of April 26, 1999, between Parent and Company.
  
                    "DGCL" shall mean the General Corporation Law of the State of
  Delaware.
  
                    "$" shall mean United States Dollars.
  
                    "Encumbrances"  shall  mean all  claims,  security  interests,
  liens, pledges,  charges,  escrows,  options,  proxies, rights of first refusal,
  preemptive rights, mortgages, hypothecations, prior assignments, title retention
  agreements,  indentures,  security  agreements or any other  encumbrance  of any
  kind.
  
                    "Environmental  Law"  shall  mean any Law and any  enforceable
  judicial or  administrative  interpretation  thereof,  including any judicial or
  administrative  order,  consent  decree or  judgment,  relating to  pollution or
  protection  of  the  environment  or  natural  resources,   including,   without
  limitation,  those  relating to the use,  handling,  transportation,  treatment,
  storage, disposal, release or discharge of Hazardous Material.
  
                    "Environmental  Permit"  shall  mean  any  permit,   approval,
  identification  number,  license or other authorization required under or issued
  pursuant to any applicable Environmental Law.
  
                    "ERISA" shall mean the Employee Retirement Income Security Act
  of 1974, as amended.
  
                    "Exchange Act" shall mean the Securities Exchange Act of 1934,
  as amended, together with the rules and regulations promulgated thereunder.
  
                    "Expenses"  shall mean, with respect to any party hereto,  all
  reasonable out-of-pocket expenses (including,  without limitation,  all fees and
  expenses of counsel, accountants, investment bankers, experts and consultants to
  a party  hereto and its  affiliates)  incurred by such party or on its behalf in
  connection  with or  related  to the  authorization,  preparation,  negotiation,
  execution and performance of its obligations  pursuant to this Agreement and the
  consummation of the Merger, the preparation, printing, filing and mailing of the
  Registration  Statement  and the Joint  Proxy  Statement,  the  solicitation  of
  stockholder  approvals,  the  filing of HSR Act  notice,  if any,  and all other
  matters related to the transactions  contemplated  hereby and the closing of the
  Merger.
  
                    "Governmental  Entity" shall mean any United  States  Federal,
  state  or  local  or any  foreign  governmental,  regulatory  or  administrative
  authority, agency or commission or any court, tribunal or arbitral body.
  
                    "Governmental  Order"  shall mean any order,  writ,  judgment,
  injunction,  decree, stipulation,  determination or award entered by or with any
  Governmental Entity.
  
                    "Hazardous  Material" shall mean (i) any petroleum,  petroleum
  products,  by-products or breakdown  products,  radioactive  materials,  friable
  asbestos-containing materials or polychlorinated biphenyls or (ii) any chemical,
  material  or  substance  defined  or  regulated  as toxic or  hazardous  or as a
  pollutant or contaminant or waste under any applicable Environmental Law.
  
                    "HSR Act" shall mean Hart-Scott-Rodino  Antitrust Improvements
  Act of 1976,  as amended,  together with the rules and  regulations  promulgated
  thereunder.
  
                    "IRS" shall mean the United States Internal Revenue Service.
  
                    "Law" shall mean any Federal, state, foreign or local statute,
  law,  ordinance,   regulation,   rule,  code,  order,  judgment,  decree,  other
  requirement or rule of law of the United States or any other  jurisdiction,  and
  any other similar act or law.
  
                    "NNM" shall mean the Nasdaq National Market.
  
                    "NSCM" shall mean the Nasdaq Small-Cap Market.
  
                    "NYBCL" shall mean the New York Business Corporation Law.
  
                    "Parent  Combination   Transaction"  shall  mean  any  of  the
  following involving Parent (other than the Merger):
  
                    any merger, consolidation, share exchange, business
  combination or other similar transaction;
  
                    (A) any sale, lease,  exchange,  transfer or other disposition
           of 33% or more of the assets of such party and its subsidiaries,  taken
           as a whole,  in a single  transaction or series of  transactions or (B)
           any  purchase  of  assets  by  Parent,  in a  single  transaction,  the
           consideration for which exceeds $150 million;
  
                    any  tender  offer or  exchange  offer  for 33% or more of the
           outstanding  voting  securities  of  such  party  or  the  filing  of a
           registration   statement   under  the   Securities  Act  in  connection
           therewith; or
  
                    any person having acquired  beneficial  ownership or the right
           to acquire  beneficial  ownership  of, or any  "group" (as such term is
           defined  under  Section  13(d) of the Exchange  Act) having been formed
           which  beneficially  owns  or  has  the  right  to  acquire  beneficial
           ownership of, 33% or more of the outstanding  voting securities of such
           party;
  
                    any solicitation in opposition to the approval of this
  Agreement by the stockholders of such party; or
  
                    any public announcement of a proposal, plan or intention to do
   any of the foregoing or any agreement to engage in
           any of the foregoing.
  
                    "Parent   Competing   Transaction"   shall  mean  any  merger,
  consolidation,  business  combination  or other  similar  transaction  involving
  Parent in which the other party to such  competing  transaction  required,  as a
  condition to such  transaction  being  effected,  that Parent not consummate the
  transactions contemplated by this Agreement.
  
                    "Parent   Disclosure   Schedule"  shall  mean  the  disclosure
  schedule delivered by Parent to Company prior to the execution of this Agreement
  and forming a part hereof.
  
                    "Parent  Material  Adverse Effect" shall mean any change in or
  effect on the business of Parent and the Parent Subsidiaries that,  individually
  or in the aggregate (taking into account all other such changes or effects), is,
  or is  reasonably  likely to be,  materially  adverse to the  business,  assets,
  liabilities,  financial  condition  or results of  operations  of Parent and the
  Parent Subsidiaries, taken as a whole, provided, however, that in no event shall
  a decrease in the trading  price of Parent  Common Stock be  considered a Parent
  Material Adverse Effect.
  
                    "Parent  Stock  Plans" shall mean  Parent's  1999 Stock Option
  Plan.
  
                    "Permitted  Encumbrances"  shall  mean (i)  liens  for  Taxes,
  assessments  and  other  governmental  charges  not yet due  and  payable,  (ii)
  immaterial unfiled mechanics', workmen's, repairmen's, warehousemen's, carriers'
  or other like liens arising or incurred in the ordinary course of business which
  are not yet due and  payable  and (iii)  equipment  leases  with  third  parties
  entered into in the ordinary course of business.
  
                    "Person" shall mean an individual,  corporation,  partnership,
  limited partnership,  limited liability company,  syndicate,  person (including,
  without  limitation,  a "person" as defined in Section  13(d)(3) of the Exchange
  Act), trust, association,  entity or government or political subdivision, agency
  or instrumentality of a government.
  
                    "Securities  Act" shall mean the  Securities  Act of 1933,  as
  amended, together with the rules and regulations promulgated thereunder.
  
                    "Subsidiary"  shall  mean,  with  respect to any  person,  any
  corporation,  limited  liability  company,  partnership,  joint venture or other
  legal entity of which such person  (either alone or through or together with any
  other subsidiary of such person) owns, directly or indirectly, a majority of the
  stock or other equity interests,  the holders of which are generally entitled to
  vote for the election of the board of directors or other  governing body of such
  corporation or other legal entity.
  
                    "Tax" shall mean (i) any and all taxes, fees, levies,  duties,
  tariffs,  imposts  and  other  charges  of any kind  (together  with any and all
  interest,  penalties,  additions  to tax and  additional  amounts  imposed  with
  respect thereto) imposed by any Governmental Entity or taxing authority ("Taxing
  Authority"),  including,  without limitation,  taxes or other charges on or with
  respect  to income,  franchises,  windfall  or other  profits,  gross  receipts,
  property,  sales,  use,  capital stock,  payroll,  employment,  social security,
  workers'  compensation,  unemployment  compensation or net worth; taxes or other
  charges in the nature of  excise,  withholding,  ad  valorem,  stamp,  transfer,
  value-added or gains taxes;  license,  registration and documentation  fees; and
  customers'  duties,  tariffs and similar  charges;  (ii) any  liability  for the
  payment  of any  amounts  of the type  described  in (i) as a result  of being a
  member of an affiliated, combined, consolidated or unitary group for any taxable
  period; and (iii) any liability for the payment of amounts of the type described
  in (i) or (ii) as a result of being a transferee  of, or a successor in interest
  to, any person or as a result of an express or implied  obligation  to indemnify
  any person.
  
                    "Tax  Return"  shall  mean  any  return,   statement  or  form
  (including, without limitation, any estimated tax reports or return, withholding
  tax  reports or return and  information  report or return)  required to be filed
  with respect to any Taxes.
  
  
  ARTICLE II.
  
  THE MERGER
  
                    SECTION  2.1.  The  Merger.  Upon the terms and subject to the
  conditions set forth in this Agreement, and in accordance with the NYBCL, at the
  Effective Time (as defined in Section 2.03), Merger Sub shall be merged with and
  into Company.  As a result of the Merger,  the separate  corporate  existence of
  Merger Sub shall cease and Company shall  continue as the surviving  corporation
  of  the  Merger  as  a  wholly  owned   subsidiary  of  Parent  (the  "Surviving
  Corporation").
  
                    SECTION 2.2.  Closing.  Unless this Agreement  shall have been
  terminated and the Merger herein contemplated shall have been abandoned pursuant
  to Section 9.01 and subject to the  satisfaction or waiver of the conditions set
  forth in  Article  VIII,  the  consummation  of the  Merger  shall take place as
  promptly as  practicable  (and in any event  within three  business  days) after
  satisfaction or waiver of the conditions set forth in Article VIII, at a closing
  (the  "Closing")  to be held at the offices of Brobeck,  Phleger & Harrison LLP,
  1633 Broadway,  47th Floor, New York, New York 10019,  unless another date, time
  or place is agreed to by Parent and Company.
  
                    SECTION  2.3.  Effective  Time.  At and  after the time of the
  Closing,  the  parties  shall  cause the  Merger to be  consummated  by filing a
  certificate of merger (the "Certificate of Merger") with the Department of State
  of the State of New York in such form as required by, and executed in accordance
  with the relevant provisions of, the NYBCL (the date and time of such filing, or
  such  later  date and time as may be set forth  therein,  being  the  "Effective
  Time").
  
                    SECTION 2.4. Effect of the Merger.  At the Effective Time, the
  effect of the Merger shall be as provided in the  applicable  provisions  of the
  NYBCL. Without limiting the generality of the foregoing, and subject thereto, at
  the  Effective  Time,  except as otherwise  provided  herein,  all the property,
  rights,  privileges,  powers and franchises of Company and Merger Sub shall vest
  in Company as the Surviving Corporation,  and all debts,  liabilities and duties
  of  Company  and Merger Sub shall  become the debts,  liabilities  and duties of
  Company as the Surviving Corporation.
  
                    SECTION 2.5. Certificate of Incorporation;  Bylaws;  Directors
  and Officers of Surviving  Corporation.  Unless  otherwise  agreed by Parent and
  Company before the Effective Time, at the Effective Time:
  
                      the  Certificate of  Incorporation  and the Bylaws of Merger
           Sub as in effect  immediately  prior to the Effective Time shall be the
           Certificate   of   Incorporation   and  the  Bylaws  of  the  Surviving
           Corporation,  until  thereafter  amended  as  provided  by Law and such
           Certificate of Incorporation or Bylaws; provided, however, that Article
           I of the  Certificate  of  Incorporation  of the Surviving  Corporation
           shall be amended to read as follows:  "The name of the  corporation  is
           MARKET GUIDE INC.";
  
            (a).....the officers of Merger Sub immediately  prior to the Effective
                      Time  shall  serve  in  their  respective   offices  of  the
                      Surviving  Corporation from and after the Effective Time, in
                      each case until their  successors  are elected or  appointed
                      and qualified or until their resignation or removal; and
  
            (b).....the directors of Merger Sub immediately prior to the Effective
                      Time  shall  serve  as  the   directors  of  the   Surviving
                      Corporation  from and after the Effective Time, in each case
                      until  their   successors   are  elected  or  appointed  and
                      qualified or until their resignation or removal.
  
  ARTICLE III.
  
  CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES
  
                    SECTION 3.1. Conversation of Shares. At the Effective time, by
  virtue of the Merger, and without any action on the part of Parent,  Merger Sub,
  Company or the holders of any of the following securities:
  
  (a)  Each share of Common Stock, $.001 par value per share, of Company ("Company
       Common Stock") issued and outstanding immediately before the Effective Time
       (excluding (i) shares of Company Common Stock, if any, held by persons who
       have not voted such shares for approval of the Merger and with respect to
       which such persons shall have perfected dissenters' rights in accordance
       with the NYBCL ("Dissenting Shares"), (ii) those held in the treasury of
       Company, and (iii) those owned by any wholly owned subsidiary of Company)
       and all rights in respect thereof, shall, forthwith cease to exist and be
       converted into and become exchangeable for 1.00 share (the "Exchange
       Ratio") of common stock, $.01 par value, of Parent ("Parent Common Stock").
  
  (b)  Each share of Company  Common  Stock held in the  treasury  of  Company  or
       owned by any  wholly owned subsidiary  of  Company immediately  prior  to
       the  Effective  Time shall be canceled  and retired and no shares of stock
       or other securities of Parent,  the Surviving    Corporation    or   any
       other corporation   shall  be  issuable,   and  no  payment  of  other
       consideration  shall  be made, with respect thereto.
  
  (c)  Each issued and outstanding share of capital stock of Merger Sub shall be
       converted into and become one fully paid and nonassessable share of common
       stock of the Surviving Corporation.  From and after the Effective Time,
       each outstanding certificate theretofore representing shares of Merger Sub
       common stock shall be deemed for all purposes to evidence ownership of and
       to represent the number of shares of Surviving Corporation common stock
       into which such shares of Merger Sub common stock shall have been
       converted.  Promptly after the Effective Time, the Surviving Corporation
       shall issue to Parent a stock certificate representing 100 shares of
       Surviving Corporation common stock in exchange for the certificate that
       formerly represented shares of Merger Sub common stock, which shall be
       surrendered by Parent and cancelled.
  
    TION 3.2.  Exchange of Shares Other than Dissenting Shares and Treasury Shares
  
  (a) Exchange  Agent.  As of the Effective  Time, Parent shall enter into an
      agreement  with a bank or trust company reasonably  acceptable to Company to
      act as exchange  agent for the Merger  (the  "Exchange  Agent")  as  may be
      designated by Parent.
  
  (b) Parent  to  Provide  Common  Stock and Cash. Promptly  after the Effective
      Time,  Parent shall make  available to the Exchange  Agent for the  benefit
      of the  holder of  Company Common  Stock:  (i)  Certificates  of Parent
      Common   Stock    ("Parent    Certificates")representing  the number of
      whole  shares of Parent  Common  Stock  issuable  pursuant to Section  3.01
      (a) in  exchange  for shares of company Common Stock outstanding immediately
      prior  to  the  Effective   Time;  and  (ii) sufficient  funds to permit
      payment in lieu of  fractional  shares  pursuant  to Section  3.04.
  
  (c) Exchange Procedures.  The Exchange Agent shall mail to each holder of record
      of certificates of Company Common Stock ("Company Certificates"), whose
      shares were converted into the right to receive shares of Parent Common
      Stock (and cash in lieu of fractional shares pursuant to Section 3.04)
      promptly after the Effective Time (and in any event no later than three
      business days after the later to occur of the Effective Time and receipt by
      Parent of a complete list from Company of the names and addresses of its
      holders of record):  (i) a form letter of transmittal (which shall specify
      that delivery shall be effected, and risk of loss and title to the Company
      Certificates shall pass, only upon receipt of the Company Certificates by
      the Exchange Agent, and shall be in such form and have such other provisions
      as Parent may reasonably specify); and (ii) instructions for use in
      effecting the surrender of the Company Certificates in exchange for Parent
      Certificates (and cash in lieu of fractional shares).  Upon surrender of a
      Company Certificate for cancellation to the Exchange Agent or to such other
      agent or agents as may be appointed by Parent, together with such letter of
      transmittal, duly completed and validly executed, and such other documents
      as may be reasonably required by the Exchange Agent, the holder of such
      Company Certificate shall be entitled to receive in exchange therefor a
      Parent Certificate representing the number of whole shares of Parent Common
      Stock that such holder has the right to receive pursuant to this Article III
      and payment of cash in lieu of fractional shares which such holder has the
      right to receive pursuant to Section 3.04, and the Company Certificate so
      surrendered shall forthwith be canceled.  Until so surrendered, each
      outstanding CompanyCertificate that, prior to the Effective Time,
      represented shares of Company Common Stock will be deemed from and after the
      Effective Time, for all purposes other than the payment of dividends and
      distributions, to evidence the ownership of the number of full shares of
      Parent Common Stock into which such shares of Company Common Stock shall
      have been so converted and the right to receive an amount in cash in lieu of
      the issuance of any fractional shares in accordance with Section 3.04.
      Notwithstanding any other provision of this Agreement, no interest will be
      paid or will accrue on any cash payable to holders of Company Certificates
      pursuant to the provisions of this Article III.
  
  (d) Distributions With Respect to Unexchanged Shares.  No dividends or other
      distributions with respect to Parent Common Stock with a record date after
      the Effective Time will be paid to the holder of any unsurrendered Company
      Certificate with respect to the shares of Parent Common Stock represented
      thereby until the holder of record of such Company Certificate shall
      surrender such Company Certificate.  Subject to the effect of applicable
      escheat or similar laws, following surrender of any such Company Certificate
      there shall be paid to the record holder of the Parent Certificates issued
      in exchange therefor, without interest, at the time of such surrender, the
      amount of any such dividends or other distributions with a record date after
      the Effective Time theretofore payable (but for the provisions of this
      Section 3.02(d)) with respect to such shares of Parent Common Stock.
  
  (e) Transfer of Ownership.  If any Parent Certificate is to be issued in a name,
      or cash in lieu of fractional shares paid to a person, other than that in
      which the Company Certificate surrendered in exchange therefor is registered
      it will be a condition of the issuance and/or payment thereof that the
      Company Certificate so surrendered will be properly endorsed and otherwise
      in proper form for transfer and that the person requesting such exchange
      will have paid to Parent or any agent designated by it any transfer or other
      taxes required by reason of the issuance of a Parent Certificate for shares
      of Parent Common Stock in any name other than that of the registered holder
      of the Company Certificate surrendered, or established to the satisfaction
      of Parent or any agent designated by it that such tax has been paid or is
      not payable.
  
  (f) Termination of Exchange Agent Funding.  Any portion of funds (including any
      interest earned thereon) or Parent Certificates held by the Exchange Agent
      which have not been delivered to holders of Company Certificates pursuant to
      this Article III within six months after the Effective Time shall promptly
      be paid or delivered, as appropriate, to Parent, and thereafter holders of
      Company Certificates who have not theretofore complied with the exchange
      procedures set forth in and contemplated by this Section 3.02 shall there-
      after look only to Parent (subject to abandoned property, escheat and
      similar laws) only as general creditors thereof for their claim for shares
      of Parent Stock, any cash in lieu of fractional shares of Parent Common
      Stock and any dividends or distributions (with a record date after the
      Effective Time) with respect to Parent Common Stock to which they are
      entitled.
  
  (g) No  Liability.  Notwithstanding  anything to the contrary in this Section
      3.02,  none of the   Exchange    Agent,  the Surviving Corporation  or any
      party  hereto  shall be liable  to  any  person  in  respect of any shares
      of  Parent Common  Stock or cash delivered to a public  official pursuant to
      any applicable  abandoned property,  escheat or similar law.
  
   SECTION 3.3.  Stock Transfer Books.
  
  (a) At the Effective Time, the stock transfer books of Company shall each be
      closed, and there shall be no further registration of transfers of shares of
      Company Common Stock thereafter on the records of any such stock transfer
      books.  In the event of a transfer of ownership of shares of Company Common
      Stock that is not registered in the stock transfer records of Company at the
      Effective Time, a certificate or certificates representing the number of
      full shares of Parent Common Stock into which such shares of Company Common
      Stock shall have been converted shall be issued to the transferee together
      with a cash payment in lieu of fractional shares, if any, in accordance with
      Section 3.04 hereof, and a cash payment in the amount of dividends, if any,
      in accordance with Section 3.02(d) hereof, if the certificate or
      certificates representing such shares of Company Common Stock is or are
      surrendered as provided in Section 3.02(c) hereof, accompanied by all
      documents required to evidence and effect such transfer and by evidence of
      payment of any applicable stock transfer tax.
  
  (b) Notwithstanding  anything  to  the  contrary herein, certificates
      surrendered   for exchange  by  any  person   constituting  an affiliate of
      Company  shall not be exchanged until Parent shall have  received  from such
      Person an  affiliate  letter as  provided in Section 7.03.
  
                    SECTION 3.4. No  Fractional  Share  Certificates.  No scrip or
  fractional  share  Parent  Certificate  shall be issued upon the  surrender  for
  exchange of Company Certificates,  and an outstanding  fractional share interest
  shall not  entitle the owner  thereof to vote,  to receive  dividends  or to any
  rights of a stockholder  of Parent or of Surviving  Corporation  with respect to
  such  fractional  share  interest.  As promptly  as  practicable  following  the
  Effective  Time,  Parent shall deposit with the Exchange Agent an amount in cash
  sufficient  for the Exchange Agent to pay each holder of Company Common Stock an
  amount in cash, rounded to the nearest whole cent, equal to the product obtained
  by  multiplying  (i) the  fractional  share  interest to which such holder would
  otherwise be entitled  (after  taking into account all shares of Company  Common
  Stock  held at the  Effective  Time by such  holder)  by (ii) the Final  Average
  Closing Price. As soon as practicable  after the  determination of the amount of
  cash, if any, to be paid to holders of Company  Common Stock with respect to any
  fractional  share  interests,  the  Exchange  Agent  shall make  available  such
  amounts,  net of any  required  withholding  taxes,  to such  holders of Company
  Common  Stock,  subject  to and in  accordance  with the terms of  Section  3.02
  hereof.
  
                    SECTION 3.5.  Options to Purchase Company Common Stock. At the
  Effective  Time,  the Company Stock Plans and each option  granted by Company to
  purchase  shares of Company  Common Stock pursuant to the Company Stock Plans or
  otherwise listed on Schedule 3.05 of the Company  Disclosure  Schedule ("Company
  Stock Options"),  which is outstanding and unexercised  immediately prior to the
  Effective  Time,  shall be  assumed by Parent  and  converted  into an option or
  warrant,  as the case may be, to purchase  shares of Parent Common Stock in such
  number and at such exercise  price as provided  below and  otherwise  having the
  same terms and conditions as in effect  immediately  prior to the Effective Time
  (except  to the extent  that such  terms,  conditions  and  restrictions  may be
  altered in  accordance  with their terms as a result of the Merger  contemplated
  hereby and except  that all  references  in each such  Company  Stock  Option to
  Company shall be deemed to refer to Parent):
  
                    the number of shares of Parent  Common  Stock to be subject to
           the new option or  warrant,  as the case may be,  shall be equal to the
           product of (x) the number of shares of Company  Common Stock subject to
           the original  Company Stock Option  immediately  prior to the Effective
           Time and (y) the Exchange Ratio;
  
                    the exercise  price per share of Parent Common Stock under the
           new  option or  warrant  shall be equal to (x) the  exercise  price per
           share of Company  Common  Stock in effect  under the  original  Company
           Stock Option immediately prior to the Effective Time divided by (y) the
           Exchange Ratio; and
  
                    in effecting  such  assumption and  conversion,  the aggregate
           number of shares of Parent  Common  Stock to be subject to each assumed
           Company Stock Option will be rounded  down,  if necessary,  to the next
           whole share and the  aggregate  exercise  price shall be rounded up, if
           necessary, to the next whole cent.
  
           The  adjustments  provided  herein with respect to any options that are
  "incentive  stock  options"  (as  defined in Section  422 of the Code)  shall be
  effected in a manner  consistent with the  requirements of Section 424(a) of the
  Code.  Pursuant to the terms of the Company  Stock Plans,  the execution of this
  Agreement will result in accelerated  vesting of all such options as of the date
  hereof.
  
                    SECTION 3.6. Certain Adjustments.  If between the date of this
  Agreement and the Effective  Time, (a) the  outstanding  shares of Parent Common
  Stock or Company Common Stock shall be changed into a different number of shares
  by reason of any reclassification,  recapitalization,  split-up,  combination or
  exchange of shares,  or any dividend  payable in stock or other securities shall
  be declared thereon with a record date within such period,  or (b) the number of
  shares of Company  Common  Stock on a fully  diluted  basis is in excess of that
  specified  in  Section  4.03  and  disclosed  in  Schedule  4.03 of the  Company
  Disclosure  Schedule  (regardless  of  whether  such  excess  is a result  of an
  additional  issuance of capital stock except as otherwise  permitted pursuant to
  this Agreement or a correction to such  Sections),  and if such excess number of
  shares of  Company  Common  Stock  exceeds 1% of the number of shares of Company
  Common Stock  specified in Section  4.03 and  disclosed in Schedule  4.03 of the
  Company  Disclosure   Schedule,   then,  in  either  case,  the  Exchange  Ratio
  established  pursuant  to the  provisions  of  Section  3.01  shall be  adjusted
  accordingly  to provide to Parent the same economic  effect as  contemplated  by
  this  Agreement  prior  to such  reclassification,  recapitalization,  split-up,
  combination, exchange, dividend or increase.
  
                    SECTION 3.7.  Dissenters'  Rights. Any Dissenting Shares shall
  not be converted  into,  or be  exchangeable  for,  the right to receive  Parent
  Common  Stock but shall  instead be  converted  into the right to  receive  such
  consideration  as may be  determined  to be due with respect to such  Dissenting
  Shares  pursuant to New York Law unless and until such holder  shall have failed
  to perfect or shall have  effectively  withdrawn  or lost his right of appraisal
  and payment,  as the case may be. Company shall give Parent prompt notice of any
  Dissenting  Shares (and shall also give Parent prompt notice of any  withdrawals
  of such demands for appraisal  rights) and Parent shall have the right to direct
  all negotiations  and proceedings with respect to such demands.  Neither Company
  nor the Surviving  Corporation  shall,  except with the prior written consent of
  Parent,  voluntarily  make any  payments  with respect to, or settle or offer to
  settle,  any such demand for appraisal rights. If, after the Effective Time, any
  Dissenting  Shares shall lose their status as  Dissenting  Shares,  Parent shall
  issue  and  deliver,  upon  surrender  by such  shareholder  of  certificate  or
  certificates  representing shares of Company Capital Stock, the number of shares
  of Parent  Common Stock to which such  shareholder  would  otherwise be entitled
  pursuant to this Article III.
  
                    SECTION 3.8. Lost,  Stolen or Destroyed  Certificates.  In the
  event any Company  Certificates  shall have been lost, stolen or destroyed,  the
  Exchange  Agent  shall  issue in  exchange  for such lost,  stolen or  destroyed
  Company Certificates, upon the making of an affidavit of that fact by the holder
  thereof,  such  shares of Parent  Common  Stock (and cash in lieu of  fractional
  shares) as may be required  pursuant to Section 3.01,  provided,  however,  that
  Parent  may, in its  discretion  and as a condition  precedent  to the  issuance
  thereof,   require  the  owner  of  such  lost,   stolen  or  destroyed  Company
  Certificates  to  indemnify  Parent  against any claim that may be made  against
  Parent,  the  Surviving  Corporation  or the Exchange  Agent with respect to the
  Company Certificates alleged to have been lost, stolen or destroyed.
  
                    SECTION 3.9. Taking of Necessary Action;  Further Action.  If,
  at any time  after the  Effective  Time,  any  further  action is  necessary  or
  desirable to carry out the purposes of this  Agreement and to vest the Surviving
  Corporation  with full right,  title and  possession  to all  assets,  property,
  rights, privileges, powers and franchises of Company, the officers and directors
  of Company are fully authorized in the name of their corporation or otherwise to
  take,  and will use good faith  efforts to take,  all such lawful and  necessary
  action, so long as such action is not inconsistent with this Agreement.
  
  ARTICLE IV.
  
  REPRESENTATIONS AND WARRANTIES OF COMPANY
  
                    Company  hereby  represents  and warrants to Parent and Merger
  Sub, subject to the exceptions  specifically disclosed in writing in the Company
  Disclosure  Schedule,  all  such  exceptions  to  be  referenced  to a  specific
  representation set forth in this Article IV, that:
  
                    SECTION 4.1.  Organization and Qualification; Subsidiaries
  
  (a) Each of Company and each directly and indirectly owned subsidiary of Company
      (the "Company Subsidiaries") has been duly organized and is validly existing
      and in good standing (to the extent applicable) under the laws of the
      jurisdiction of its incorporation or organization, as the case may be, and
      has the requisite corporate power and authority to own, lease and operate
      its properties and to carry on its business as it is now being conducted.
      Company and each Company Subsidiary is duly qualified or licensed to do
      business, and is in good standing (to the extent applicable), in each
      jurisdiction where the character of the properties owned, leased or operated
      by it or the nature of its business makes such qualification or licensing
      necessary, except for such failures to be so qualified or licensed and in
      good standing that could not reasonably be expected to have, individually or
      in the aggregate, a Company Material Adverse Effect.
  
  (b) Schedule 4.01 of the Company Disclosure Schedule sets forth, as of the date
      of this Agreement, a true and complete list of each Company Subsidiary,
      together with (i) the jurisdiction of incorporation or organization of each
      Company Subsidiary and the percentage of each Company Subsidiary's out-
      standing capital stock or other equity interests owned by Company or another
      Company Subsidiary and (ii) an indication of whether each Company Subsidiary
      is a "Significant Subsidiary" as defined in Regulation S-X under the
      Exchange Act.  Except as set forth in Schedule 4.01 of the Company
      Disclosure Schedule, neither Company nor any Company Subsidiary owns an
      equity interest in any partnership or joint venture arrangement or other
      business entity.
  
                    SECTION 4.2.  Certificate  of  Incorporation  and Bylaws.  The
  copies of Company's certificate of incorporation and bylaws previously presented
  to Parent by  Company  are true,  complete  and  correct  copies  thereof.  Such
  certificate of incorporation and bylaws are in full force and effect. Company is
  not in violation of any of the provisions of its certificate of incorporation or
  bylaws.
  
                    SECTION 4.3.  Capitalization
  
  (a) The authorized capital stock of Company consists of 20,000,000 shares of
      Company Common Stock and no shares of preferred stock ("Company Preferred
      Stock").  As of the date hereof, (i) 4,801,380 shares of Company Common
      Stock are issued and outstanding, all of which are validly issued, fully
      paid and nonassessable, (ii) no shares of Company Common Stock are held in
      the treasury of Company, (iii) no shares of Company Common Stock are held by
      Company Subsidiaries, (iv) 850,000 shares of Company Common Stock are
      reserved for future issuance pursuant to Company Stock Options, (v) no
      shares of Company Preferred Stock are outstanding, and (vi) 125,000 shares
      of Company Common Stock are reserved for issuance pursuant to Company's
      Employee Stock Purchase Plan (the "Company ESPP"), of which 57,788 shares
      have been issued.  The name of each holder of a Company Stock Option, the
      grant date of each Company Stock Option, the number of shares of Company
      Common Stock for which each Company Stock Option is exercisable, the vesting
      or exercise schedule and the exercise price of each Company Stock Option are
      set forth in Schedule 4.03 of the Company Disclosure Schedule.  Except for
      shares of Company Common Stock issuable pursuant to Company Stock Plans and
      the Company ESPP and as otherwise set forth in Schedule 4.03 of the Company
      Disclosure Schedule, there are no options, warrants or other rights,
      agreements, arrangements or commitments of any character to which Company or
      any Company Subsidiary is a party or by which Company or any Company
      Subsidiary is bound relating to the issued or unissued capital stock of
      Company or any Company Subsidiary or obligating Company or any Company
      Subsidiary to issue or sell any shares of capital stock of, or other equity
      interests in, Company or any Company Subsidiary.  All shares of Company
      Common Stock subject to issuance as aforesaid, upon issuance prior to the
      Effective Time on the terms and conditions specified in the instruments
      pursuant to which they are issuable, will be duly authorized, validly issued
      fully paid and nonassessable.  There are no outstanding contractual
      obligations of Company or any Company Subsidiary to repurchase, redeem or
      otherwise acquire any shares of Company Common Stock or any capital stock of
      any Company Subsidiary.  Each outstanding share of capital stock of each
      Company Subsidiary is duly authorized, validly issued,fully paid and non-
      assessable and each such share owned by Company or another Company
      Subsidiary is free and clear of all security interests, liens, claims,
      pledges, options, rights of first refusal, agreements, limitations on
      Company's or such other Company Subsidiary's voting rights, charges and
      other encumbrances of any nature whatsoever.  There are no material
      outstanding contractual obligations of Company or any Company Subsidiary to
      provide funds to, or make any material investment (in the form of a loan,
      capital contribution or otherwise) in, any Company Subsidiary or any other
      entity or person.
  
  (b) The  officers and  directors of Company,  in the aggregate, own  of record
      and beneficially  more  than  forty-one  percent (41%)   of   the   Company
      Common   Stock outstanding, on a fully-diluted basis.
  
                    SECTION 4.4. Authority Relative to This Agreement. Company has
  all  necessary  corporate  power and  authority  to  execute  and  deliver  this
  Agreement,  to  perform  its  obligations  hereunder,   and  to  consummate  the
  transactions  contemplated  hereby. The execution and delivery of this Agreement
  by Company  and the  consummation  by Company of the  transactions  contemplated
  hereby have been duly and validly authorized by all necessary  corporate action,
  and no other  corporate  proceedings  on the part of Company  are  necessary  to
  authorize this Agreement or to consummate the transactions  contemplated  hereby
  (other than,  with respect to the Merger,  the approval of this Agreement by the
  holders of two-thirds of the outstanding shares of Company Common Stock entitled
  to vote with respect thereto at the Company Stockholders' Meeting (as defined in
  Section 7.01),  and the filing and  recordation of the  Certificate of Merger as
  required by the DGCL).  This  Agreement  has been duly executed and delivered by
  Company and, assuming the due authorization, execution and delivery by the other
  parties hereto,  constitutes the legal, valid and binding obligation of Company,
  enforceable  against Company in accordance with its terms,  except to the extent
  that enforceability hereof may be limited by applicable bankruptcy,  insolvency,
  reorganization  or other similar laws  affecting the  enforcement  of creditors'
  rights  generally  and by principles of equity  regarding  the  availability  of
  remedies.
  
                    SECTION 4.5.  No Conflict; Required Filings and Consents.
  
  (a)  The execution and delivery of this Agreement by Company do not, and the
       performance by Company of its obligations hereunder, and the consummation
       of the Merger will not, (i) conflict with or violate any provision of the
       certificate of incorporation or bylaws of Company or any equivalent
       organizational documents of any Company Subsidiary, (ii) assuming that all
       filings and notifications described in Section 4.05(b) have been made,
       conflict with or violate any Law applicable to Company or any Company
       Subsidiary or by which any property or asset of Company or any Company
       Subsidiary is bound or affected or (iii) except as otherwise set forth on
       Schedule 4.05(a) of the Company Disclosure Schedule, result in any breach
       of or constitute a default (or an event which with the giving of notice or
       lapse of time or both could reasonably be expected to become a default)
       under, or give to others any right of termination, amendment, acceleration
       or   cancellation of, or result in the creation of a lien or other
       encumbrance on any property or asset of Company or any Company Subsidiary
       pursuant to, any material note, bond, mortgage, indenture, contract,
       agreement, lease, license, permit, franchise or other instrument or
       obligation.
  
  (b)  The execution and delivery of this Agreement by Company do not,  and the
       performance  by Company of its obligations hereunder and the consummation
       of the Merger will not, require any  consent,  approval,   authorization or
       permit  of,  or filing  by  Company  with or notification by Company to,
       any Governmental Entity,   except   pursuant  to   applicable requirements
       of  the  Exchange   Act,  the Securities Act, Blue Sky Laws, the rules and
       regulations   of  the  NSCM,  the  premerger notification  requirements  of
       the HSR  Act, and  the  filing  and   recordation  of  the Certificate  of
       Merger as  required  by the NYBCL.
  
                    SECTION 4.6.  Permits;  Compliance with Laws.  Company and the
  Company   Subsidiaries   are   in   possession   of  all   franchises,   grants,
  authorizations,   licenses,   establishment  registrations,   product  listings,
  permits,  approvals and orders of any Governmental  Entity necessary for Company
  or any Company Subsidiary to own, lease and operate its properties and assets or
  otherwise to carry on its business as it is now being  conducted  (collectively,
  the  "Company  Permits"),  and,  as of the date of this  Agreement,  none of the
  Company  Permits has been  suspended or cancelled nor is any such  suspension or
  cancellation  pending  or, to the  knowledge  of  Company,  threatened.  Neither
  Company  nor any  Company  Subsidiary  is in  conflict  with,  or in  default or
  violation of, (i) any Law applicable to Company or any Company  Subsidiary or by
  which any  property  or asset of Company or any Company  Subsidiary  is bound or
  affected or (ii) any Company  Permits,  except for such  conflicts,  defaults or
  violations that could not reasonably be expected to have, individually or in the
  aggregate,  a Company  Material  Adverse  Effect.  Schedule  4.06 of the Company
  Disclosure  Schedule sets forth, as of the date of this Agreement,  all actions,
  proceedings,  investigations or surveys pending or, to the knowledge of Company,
  threatened  against Company or any Company  Subsidiary that could  reasonably be
  expected  to result  in the  suspension  or  cancellation  of any other  Company
  Permit.  Since March 1, 1996,  neither  Company nor any Company  Subsidiary  has
  received from any Governmental  Entity any written  notification with respect to
  possible conflicts, defaults or violations of Laws.
  
                    SECTION 4.7.  SEC Filings; Financial Statements.
  
  (a)  Company has timely filed all forms, reports, statements and documents
       required to be filed by it (A) with the SEC and the NSCM since January 1,
       1995 (collectively, together with any such forms, reports, statements and
       documents Company may file subsequent to the date hereof until the Closing,
       the "Company Reports") and (B) since January 1, 1995 with any other
       Governmental Entities.  Each Company Report (i) was prepared in accordance
       with the requirements of the Securities Act, the Exchange Act or the rules
       and regulations of the NSCM, as the case may be, and (ii) did not at the
       time it was filed contain any untrue statement of a material fact or omit
       to state a material fact required to be stated therein or necessary in
       order to make the statements made therein, in the light of the circum-
       stances under which they were made, not misleading.  Each form, report,
       statement and document referred to in clause (B) of this paragraph was
       prepared in all material respects in accordance with the requirements of
       applicable Law.  No Company Subsidiary is subject to the periodic reporting
        requirements of the Exchange Act or required to file any form, report or
       other document with the SEC, the NSCM, any other stock exchange or any
       other comparable Governmental Entity.
  
  (b)  Each of the consolidated financial statements (including, in each case, any
       notes thereto) contained in the Company Reports was prepared in accordance
       with U.S. GAAP applied on a consistent basis throughout the periods
       indicated (except as may be indicated in the notes thereto) and each
       presented fairly the consolidated financial position of Company and the
       Company Subsidiaries as at the respective dates thereof, and their consol-
       idated results of operations, stockholders' equity and cash flows for the
       respective periods indicated therein, except as otherwise noted therein
       (subject, in the case of unaudited statements, to normal and recurring
       immaterial year-end adjustments).
  
  (c)  Except  as and to the  extent  set  forth or reserved against on the
       consolidated balance sheet   of   Company  and  the Company Subsidiaries
       as of  February  28,  1999  as reported  in the  Company  Reports,  none of
       Company or any  Company  Subsidiary  has any liabilities  or  obligations
       of any  nature (whether  accrued,  absolute,  contingent or otherwise) that
       would  be  required  to be reflected  on a  balance  sheet  or in notes
       thereto  prepared  in  accordance  with U.S. GAAP,  except for liabilities
       or obligations incurred in the ordinary  course of business consistent with
       past practice since February 28, 1999.
  
                    SECTION 4.8.  Absence of Certain Changes or Events.  Except as
  otherwise set forth on Schedule 4.08 of the Company Disclosure  Schedule,  since
  February 28, 1999,  Company and the Company  Subsidiaries  have conducted  their
  businesses only in the ordinary course  consistent with past practice and, since
  such date, there has not been (i) any Company Material Adverse Effect,  (ii) any
  event that could  reasonably  be  expected  to prevent or  materially  delay the
  performance  of  Company's  obligations  pursuant  to  this  Agreement  and  the
  consummation  of the Merger by Company,  (iii) any material change by Company in
  its accounting methods,  principles or practices, (iv) any declaration,  setting
  aside or payment of any  dividend  or  distribution  in respect of the shares of
  Company Common Stock or any redemption,  purchase or other acquisition of any of
  Company's  securities,  (v) except in the ordinary course of business consistent
  with  past  practice,   any  increase  in  the   compensation   or  benefits  or
  establishment  of  any  bonus,  insurance,   severance,  deferred  compensation,
  pension,   retirement,   profit  sharing,   stock  option  (including,   without
  limitation,   the  granting  of  stock  options,   stock  appreciation   rights,
  performance awards or restricted stock awards), stock purchase or other employee
  benefit plan,  or any other  increase in the  compensation  payable or to become
  payable to any executive officers of Company or any Company Subsidiary, (vi) any
  issuance  or sale of any  stock,  notes,  bonds or other  securities  other than
  pursuant  to the  exercise  of  outstanding  securities,  or  entering  into any
  agreement with respect thereto, (vii) any amendment to the Company's certificate
  of  incorporation  or  bylaws,  (viii)  other  than in the  ordinary  course  of
  business, any (x) purchase, sale, assignment or transfer of any material assets,
  (y) mortgage,  pledge or the  institution of any lien,  encumbrance or charge on
  any material assets or properties,  tangible or intangible, except for liens for
  taxes not yet delinquent and such other liens,  encumbrances or charges which do
  not,  individually or in the aggregate,  have a Company Material Adverse Effect,
  or (z) waiver of any rights of material  value or  cancellation  or any material
  debts or claims,  (ix) any  incurrence  of any material  liability  (absolute or
  contingent),  except for current  liabilities  and  obligations  incurred in the
  ordinary course of business consistent with past practice, (x) any incurrence of
  any damage,  destruction  or similar loss,  whether or not covered by insurance,
  materially  affecting  the  business  or  properties  of Company or any  Company
  Subsidiary, or (xi) any entering into any transaction of a material nature other
  than in the ordinary course of business, consistent with past practices.
  
                    SECTION 4.9.  Employee Benefit Plans, Labor Matters.
  (a)  With respect to each employee benefit fund, plan, program, arrangement and
       contract (including, without limitation, any "pension" plan, fund or
       program, as defined in Section 3(2) of ERISA, and any "employee benefit
       plan", as defined in Section 3(3) of ERISA) maintained, sponsored or
       contributed to or required to be contributed to by Company or any Company
       Subsidiary or other trade or business (whether or not incorporated) treated
       as a single employer with Company (a "Company ERISA Affiliate") pursuant to
       Code Section 414(b), (c), (m) or (o) is a party, or with respect to which
       Company or any Company ERISA Affiliate could incur liability under Section
       4069, 4212(c) or 4204 of ERISA or Section 412 of the Code, or to which
       Company or any Company ERISA Affiliate is a party  (the "Company Benefit
       Plans"), Company has delivered or made available to Parent a true, complete
       and correct copy of (i) such Company Benefit Plan and the most recent
       summary plan description related to such Company Benefit Plan, if a summary
       plan description is required therefor, (ii) each trust agreement or other
       funding arrangement relating to such Company Benefit Plan, (iii) the most
       recent annual report (Form 5500) filed with the IRS) with respect to such
       Company Benefit Plan, (iv) the most recent actuarial report or financial
       statement relating to such Company Benefit Plan and (v) the most recent
       determination letter issued by the IRS with respect to such Company Benefit
       Plan, if it is qualified under Section 401(a) of the Code. Neither Company
       nor any Company Affiliate has any express or implied commitment, whether
       legally enforceable or not, to modify, change or terminate any Company
       Benefit Plan, other than with respect to a modification, change or
       termination required by ERISA or the Code.
  
  (b)  Each Company Benefit Plan has been administered in all material respects in
       accordance with its terms and all applicable laws, including, without
       limitation, ERISA and the Code, and all contributions required to be made
       under the terms of any of the Company Benefit Plans as of the date of this
       Agreement have been timely made or have been reflected on the most recent
       consolidated balance sheet filed or incorporated by reference in the
       Company Reports prior to the date of this Agreement.  With respect to the
       Company Benefit Plans, no event has occurred and, to the knowledge of
       Company, there exists no condition or set of circumstances in connection
       with which Company or any Company ERISA Affiliate could be subject to any
       material liability (other than for routine benefit liabilities) under the
       terms of such Company Benefit Plans, ERISA, the Code or any other
       applicable Law.
  
  (c)  Company on behalf of itself and all of the Company ERISA Affiliates hereby
       represents that:  (i)each Company Benefit Plan which is intended to be
       qualified under Section 401(a) of the Code or Section 401(k) of the Code
       has received or is currently awaiting receipt of a favorable determination
       letter from the IRS as to its qualified status under the Code, and each
       trust established in connection with any Company which is intended to be
       exempt from federal income taxation under Section 501(a) of the Code has
       received a determination letter from the IRS that it is so exempt, and to
       Company's knowledge no fact or event has occurred since the date of such
       determination letter from the IRS to adversely affect the qualified status
       of any such Company Benefit Plan or the exempt status of any such trust;
       (ii) to Company's knowledge there has been no prohibited transaction
       (within the meaning of Section 406 of ERISA or Section 4975 of the Code)
       with respect to any Company Benefit Plan; (iii) each Company Benefit Plan
       can be amended, terminated or otherwise discontinued after the Effective
       Time in accordance with its terms, without liability, other than (A)
       liability for ordinary administrative expenses typically incurred in a
       termination event or (B) if the Company Benefit Plan is a pension benefit
       plan subject to Part 2 of Title I of ERISA, liability for the accrued
       benefits as of the date of such termination (if and to the extent required
       by ERISA) to the extent that either there are sufficient assets set aside
       in a trust or insurance contract to satisfy such liability or such
       liability is reflected on the most recent consolidated balance sheet filed
       or incorporated by reference in the Company Reports prior to the date of
       this Agreement.  No suit, administrative proceeding, action or other
       litigation has been brought, or to the knowledge of Company is threatened,
       against or with respect to any such Company Benefit Plan, including any
       audit or inquiry by the Internal Revenue Service or United States
       Department of Labor (other than routine benefits claims).
  
  (d)  No Company Benefit Plan is a multiemployer pension plan (as defined in
       Section 3(37) of ERISA) or other pension plan subject to Title IV of ERISA
       and neither the Company nor any Company ERISA Affiliate has sponsored or
       contributed to or been required to contribute to a multiemployer pension
       plan or other pension plan subject to Title IV of ERISA.  No material
       liability under Title IV of ERISA has been incurred by Company or any
       Company ERISA Affiliate that has not been satisfied in full, and no
       condition exists that presents a material risk to Company or any Company
       ERISA Affiliate of incurring or being subject (whether primarily, jointly
       or secondarily) to a material liability thereunder.  None of the assets of
       Company or any Company ERISA Affiliate is, or may reasonably be expected to
       become, the subject of any lien arising under ERISA or Section412(n) of the
       Code.
  
  (e)  With respect to each Company Benefit Plan required to be set forth in the
       Company Disclosure Schedule that is subject to Title IV or Part 3 of Title
       I of ERISA or Section 412 of the Code, (i) no reportable event (within the
       meaning of Section 4043 of ERISA, other than an event that is not required
       to be reported before or within 30 days of such event) has occurred or is
       expected to occur, (ii) there was not an accumulated funding deficiency
       (within the meaning of Section 302 of ERISA or Section 412 of the Code),
       whether or not waived, as of the most recently ended plan year of such
       Company Benefit Plan; and (iii) there is no "unfunded benefit liability"
       (within the meaning of Section 4001(a)(18) of ERISA).
  
  (f)  Company has scheduled on Schedule 4.09(f) of the Company Disclosure
       Schedule and has delivered to Parent true, complete and correct copies of
       (i) all employment agreements with officers and all consulting agreements
       of Company and each Company ERISA Affiliate providing for annual
       compensation in excess of $100,000, (ii) all severance plans, agreements,
       programs and policies of Company and each Company ERISA Affiliate with or
       relating to their respective employees, directors or consultants, and (iii)
       all plans, programs, agreements and other arrangements of Company and each
       Company ERISA Affiliate with or relating to their respective employees,
       directors or consultants which contain "change of control" provisions.
       Except as set forth in Schedule 4.09(f)of the Company Disclosure Schedule,
       which discloses the Company's estimate of excess parachute payments based
       on assumptions described therein, no payment or benefit which will be made
       by Company or any Company ERISA Affiliate under any Company Benefit Plan or
       other arrangement will constitute an excess parachute payment under Code
       Section 280(G)(1), and the consummation of the transactions contemplated by
       this Agreement will not individually or in conjunction with any other
       possible event (including termination of employment) (i) entitle any
       current or former employee orother service provider of Company or any
       Company ERISA Affiliate to severance benefits or any other payment,
       compensation or benefit (including forgiveness of indebtedness), except as
       expressly provided by this Agreement, or (ii) accelerate the time of
       payment or vesting, or increase the amount of compensation or benefit due
       any such employee or service provider.
  
  (g)  Neither Company nor any Company Subsidiary is a party to any collective
       bargaining or other labor union contract applicable to persons employed by
       Company or any Company Subsidiary and no collective bargaining agreement is
       being negotiated by Company or any Company Subsidiary.  As of the date of
       this Agreement, there is no labor dispute, strike or work stoppage against
       Company or any Company Subsidiary pending or, to the knowledge of Company,
       threatened which may interfere with the respective business activities of
       Company or any Company Subsidiary.  As of the date of this Agreement, to
       the knowledge of Company, none of Company, any Company Subsidiary, or any
       of their respective representatives or employees has committed any unfair
       labor practice in connection with the operation of the respective
       businesses of Company or any Company Subsidiary, and there is no charge or
       complaint against Company or any Company Subsidiary by the National Labor
       Relations Board or any comparable Governmental Entity pending or threatened
       in writing.
  
  (h)  Except  as   required  by  Law,  no  Company  Benefit Plan  provides any of
       the  following retiree or  post-employment  benefits to any person:
       medical,    disability   or   life insurance benefits.  To Company's
       knowledge, Company and the Company ERISA Affiliates are in compliance  with
       (i) the  requirements of the applicable  health care continuation and
       notice   provisions   of  the   Consolidated Omnibus  Budget Reconciliation
       Act of 1985 ("COBRA")  and  the  regulations  (including proposed
       regulations)  thereunder  and (ii) the  applicable  requirements  of the
       Health Insurance Portability and Accountability Act of 1996 and the
       regulations  (including the proposed regulations) thereunder.
  
                    SECTION 4.10.  Pooling;  Certain Tax Matters.  Neither Company
  nor, to the knowledge of Company,  any of its  affiliates has taken or agreed to
  take any action (other than actions  contemplated  by this Agreement) that could
  reasonably  be  expected  to prevent  (a) the  Merger  from  being  treated  for
  accounting purposes as a "pooling of interests" in accordance with U.S. GAAP and
  the  accounting  standards  of the SEC or (b) the  Merger  from  constituting  a
  "reorganization"  under  Section  368 of the Code.  Company  is not aware of any
  agreement or plan to which Company or any of its  affiliates is a party or other
  circumstances relating to Company or any of its affiliates that could reasonably
  be  expected  to  prevent  the Merger  from  being so  treated as a "pooling  of
  interests" or from so qualifying  as a  reorganization  under Section 368 of the
  Code.
  
                    SECTION  4.11.   Contracts.   Schedule  4.11  of  the  Company
  Disclosure  Schedule  sets forth a list of each  contract or  agreement  that is
  material to the business, assets, liabilities, financial condition or results of
  operations  of  Company  and  Company  Subsidiaries  taken as a whole  (each,  a
  "Material  Contract").  Except  as set  forth in  Schedule  4.11 of the  Company
  Disclosure  Schedule,  neither Company nor any Company Subsidiary is in material
  violation of or default under (nor does there exist any condition which with the
  passage of time or the giving of notice  could  reasonably  be expected to cause
  such a material  violation  of or default  under) any  Material  Contract.  Each
  Material Contract is in full force and effect and is a legal,  valid and binding
  obligation of Company or a Company  Subsidiary and, to the knowledge of Company,
  each of the other parties  thereto,  enforceable  in accordance  with its terms,
  except to the extent that  enforceability  thereof may be limited by  applicable
  bankruptcy,  insolvency,  reorganization  or other  similar laws  affecting  the
  enforcement of creditors' rights generally and by principles of equity regarding
  the availability of remedies.
  
                    SECTION 4.12.  Litigation.  There is no suit,  claim,  action,
  proceeding or investigation pending or, to the knowledge of Company,  threatened
  against Company or any Company  Subsidiary that could  reasonably be expected to
  have,  individually or in the aggregate,  a Company  Material  Adverse Effect or
  materially  interfere  with  Company's  ability to consummate  the  transactions
  contemplated  herein.  Company is not aware of any facts or circumstances  which
  could reasonably be expected to result in the denial of insurance coverage under
  policies  issued to Company and Company  Subsidiaries  in respect of such suits,
  claims, actions, proceedings and investigations, except in any case as could not
  reasonably  be expected to have,  individually  or in the  aggregate,  a Company
  Material Adverse Effect.  Neither Company nor any Company  Subsidiary is subject
  to any outstanding order,  writ,  injunction or decree which could reasonably be
  expected to have,  individually or in the aggregate,  a Company Material Adverse
  Effect  or  materially  interfere  with  Company's  ability  to  consummate  the
  transactions contemplated herein.
  
                    SECTION  4.13.  Environmental  Matters.  Except  as could  not
  reasonably  be expected to have,  individually  or in the  aggregate,  a Company
  Material  Adverse  Effect,  (i)  Company  and the  Company  Subsidiaries  are in
  compliance  with  all  applicable  Environmental  Laws and all  Company  Permits
  required by  Environmental  Laws; (ii) all past  noncompliance of Company or any
  Company  Subsidiary with  Environmental  Laws or Environmental  Permits has been
  resolved without any pending,  ongoing or future obligation,  cost or liability;
  and (iii) neither  Company nor any Company  Subsidiary  has released a Hazardous
  Material at, or  transported a Hazardous  Material to or from, any real property
  currently  or  formerly  owned,  leased or  occupied  by Company or any  Company
  Subsidiary, in violation of any Environmental Law.
  
                    SECTION 4.14.  Intellectual Property.
  
  (a)  All trademarks, trade names, service marks, trade dress, and all goodwill
       associated with any of the foregoing,  patents, Internet domain names,
       copyrights and any renewal rights therefor,  technology, supplier lists,
       trade secrets, know-how, computer software programs or applications in both
       source and object code form, technical documentation of such software
       programs, registrations and applications for any of the foregoing and all
       other tangible or intangible proprietary information or materials that are
       or have been used (including without limitation in the development of)
       Company's business and/or in any product, technology or process (i)
       currently being or formerly manufactured, published or marketed by Company
       or (ii) previously or currently under development for possible future
       manufacturing, publication, marketing or other use by Company are herein-
       after referred to as the "Company Intellectual Property."
  
  (b) The Company Disclosure Schedule contains a true and complete list of
       Company's patents, patent applications, trademarks, trademark applications,
       trade names, service marks, service mark applications, Internet domain
       names, Internet domain name applications, copyrights and copyright
       registrations and applications all such existing worldwide, owned by
       Company and includes details of all due dates for further filings,
       maintenance, payments or other actions falling due within twelve (12)
       months of the Closing Date.  All of Company's patents, patent applications,
       registered trademarks, and trademark applications, and registered
       copyrights remain in good standing with all fees and filings due as of the
       Closing Date duly made and the due dates specified in the Company
       Disclosure Schedule are accurate and complete.
  
  (c)  The Company Intellectual Property consists solely of items and rights which
       are: (i) owned by Company; or (ii) rightfully used by Company pursuant to a
       valid license (the "Company Licensed Intellectual Property"), the parties
       and date of each such license agreement and each material agreement in
       which Company is the licensor or owner of the subject rights in the
       agreement being set forth on Schedule 4.14(c) of the Company Disclosure
       Schedule.  Company has all rights in Company Intellectual Property
       necessary to carry out Company's current activities (and had all rights
       necessary to carry out its former activities at the time such activities
       were being conducted), including without limitation, to the extent required
       to carry out such activities, rights to make, use, reproduce, modify,
       adopt, create derivative works based on, translate, distribute (directly
       and indirectly), transmit, display and perform publicly, license, rent and
       lease and, other than with respect to the Company Licensed Intellectual
       Property, assign and sell, the Company Intellectual Property.
  
  (d)  The reproduction, manufacturing, distribution, licensing, sublicensing or
       sale of any Company Intellectual Property, now used or offered or proposed
       for use, licensing or sale by Company does not infringe on any patent,
       copyright, trademark, service mark, trade name, trade dress, firm name,
       Internet domain name, logo, trade dress, of any person and does not
       constitute a misappropriation of any trade secret.  No claims (i)
       challenging the validity, effectiveness or ownership by Company of any of
       the Company Intellectual Property, or (ii) to the effect that the use,
       distribution, licensing, sublicensing or sale of the Company Intellectual
       Property as now used or offered or proposed for use, licensing,
       sublicensing or sale by Company infringes or will infringe on any
       intellectual property or other proprietary right of any person have been
       asserted or, to the knowledge of Company, are threatened by any person or
       have been made or threatened by any person against the Company's
       distributors.  To the knowledge of Company, there is no unauthorized use,
       infringement or misappropriation of any of the Company Intellectual
       Property by any third party, employee or former employee.
  
   (e) All Company  Intellectual  Property has been solely  developed  by  full
       time  employees within  the  scope of his or her  employment with the
       Company. All employee  contribution or   participation  in  the  conception
       and development  of  the  Company   Intellectual Property  on behalf of
       Company  constitutes work  prepared  by an  employee  within  the scope of
       his or her employment in accordance with  applicable  federal and state law
       that has  accorded   Company   ownership  of  all tangible  and  intangible
       property  thereby arising.
  
  (f)  Company  is  not,  nor  as a  result  of the execution or delivery of this
       Agreement,  or performance    of   Company's    obligations hereunder,
       will Company be, in violation of any material license, sublicense,
       agreement or instrument to which Company is a party or otherwise   bound,
       nor  will  execution  or delivery of this  Agreement,  or performance of
       Company's  obligations  hereunder,  cause the diminution, termination or
       forfeiture of any material Company Intellectual  Property, except for
       violations,    diminutions, terminations  or forfeitures  that would not
       reasonably  be  expected  to have a  Company Material Adverse Effect.
  
  (g)  Schedule  4.14(g) of the Company  Disclosure Schedule  contains a true and
       complete  list of  all  of  Company's  internally-developed software
       programs  (the  "Company  Software Programs").  Company owns full and
       unencumbered   right  and  good,  valid  and marketable  title to such
       Company  Software Programs    and   all    material    Company Intellectual
       Property free and clear of all mortgages,    pledges,    liens,    security
       interests,  conditional  sales agreements or encumbrances.
  
  (h)  The  source  code and  system  documentation relating  to the Company
       Software  Programs (i) have at all  times  been  maintained  in strict
       confidence,  (ii) have been disclosed by Company  only to  employees on a
       need to know   basis   in   connection    with   the performance of their
       duties to Company,  and (iii) to the Company's  knowledge,  have not
       been disclosed to any third party.
  
  (i)  The Company Software Programs (i) have been designed to ensure year 2000
       compatibility, which includes, but is not limited to, being able to provide
       specific dates and calculate spans of dates within and between twentieth
       century and twenty-first century, prior to, including and following January
       1, 2000; (ii) operate and will operate in accordance with their
       specifications and correctly process day and date calculations for dates
       prior and up to December 31, 1999, and on and after January 1, 2000, prior
       to, during and after the calendar year 2000; and (iii) shall not end
       abnormally or provide invalid or incorrect results as a result of date
       data, specifically including date data which represents or references
       different centuries or more than one century.
  
  (j)  Except   as  set   forth   in  the   Company Disclosure  Schedule,  Company
       does not owe any  outstanding  or past due  royalties  or other  payments
       to third  parties in respect of Company Licensed  Intellectual  Property.
       All royalties or other payments set forth in the Company  Disclosure
       Schedule  that have accrued  prior to the Closing Date have been paid.
  
  (k)  To  the  Company's  knowledge,  the  Company Software Programs contain no
       "viruses".  For the  purposes  of  this  Agreement,  "virus" means  any
       computer   code   intentionally designed to disrupt,  disable or harm in
       any manner  the  operation  of any  software  or hardware.
  
                    SECTION 4.15.  Taxes
  
  (a)  Company and each of Company Subsidiaries, and any consolidated, combined,
       unitary or aggregate group for Tax purposes of which Company or any Company
       Subsidiary is or has been a member, have properly completed and timely
       filed all Tax Returns required to be filed by them and have paid all Taxes
       shown thereon to be due.  Company has provided adequate accruals in
       accordance with generally accepted accounting principles in its February
       28, 1999 balance sheet contained in the Company Reports (the "February 1999
       Balance Sheet") for any Taxes that have not been paid, whether or not shown
       as being due on any Tax Returns.  Company and the Company Subsidiaries have
       no material liability for unpaid Taxes accruing after February 28, 1999.
  
  (b)  There is (i) no material claim for Taxes that is a lien against the
       property of Company or any Company Subsidiary or is being asserted against
       Company or any Company Subsidiary other than liens for Taxes not yet due
       and payable, (ii) no audit of any Tax Return of Company or any Company
       Subsidiary being conducted by a Tax Authority; (iii) no extension of the
       statute of limitations on the assessment of any Taxes granted by Company or
       any Company Subsidiary and currently in effect, and (iv) no agreement,
       contract or arrangement to which Company or any Company Subsidiary is a
       party that may result in the payment of any amount that would not be
       deductible by reason of Section 280G or Section 404 of the Code.
  
  (c) There  has been no change  in  ownership  of Company or any Company
       Subsidiaries that has caused the utilization of any losses of such
       entities  to be limited  pursuant to Section 382 of the  Code,  and any
       loss  carryovers  reflected on the February 1999 Balance Sheet are properly
       computed and reflected.
  
  (d)  Company  and the Company  Subsidiaries  have not been and will not be
       required to include any material  adjustment  in taxable  income for Tax
       period (or portion thereof) pursuant to  Section  481 or 263A of the  Code
       or any comparable  provision under state or foreign Tax laws as a result of
       transactions, events or accounting  methods employed prior to the Merger.
  
  (e)  Neither  Company nor any Company  Subsidiary has filed or will file any
       consent  to have the  provisions of Section  341(f)(2) of the Code (or
       comparable  provisions of any state Tax laws)  apply to Company  or any
       Company Subsidiary.
  
  (f)  Neither  Company nor any Company  Subsidiary is  a  party  to  any  Tax
       sharing  or  Tax allocation agreement nor does Company or any Company
       Subsidiary  have any  liability  or potential  liability to another  party
       under any such agreement.
  
  (g)  Neither  Company nor any Company  Subsidiary has filed any disclosures
       under Section 6662 or comparable  provisions of state, local or foreign law
       to prevent  the  imposition  of penalties with respect to any Tax reporting
       position taken on any Tax Return.
  
  (h)  Neither  Company nor any Company  Subsidiary has ever  been a member  of a
       consolidated, combined or unitary  group of which  Company was not the
       ultimate parent corporation.
  
  (i)  Company and each Company  Subsidiary  has in its  possession  receipts for
       any Taxes paid to foreign Tax authorities.  Neither Company nor any Company
       Subsidiary  has ever been a "personal   holding   company"   within  the
       meaning  of  Section  542 of the  Code  or a "United   Sates   real
       property holding corporation"  within the  meaning of Section 897 of the
       Code.
  
                    SECTION 4.16.  Insurance.  Company and each Company Subsidiary
  is presently  insured,  and during each of the past five calendar years has been
  insured, against such risks as companies engaged in a similar business would, in
  accordance with good business practice,  customarily be insured. The policies of
  fire, theft, liability and other insurance maintained with respect to the assets
  or businesses of Company and Company  Subsidiaries  provide reasonably  adequate
  coverage against loss. Company has heretofore furnished to Parent a complete and
  correct  list as of the date  hereof of all  insurance  policies  maintained  by
  Company or the Company  Subsidiaries,  and has made available to Parent complete
  and correct copies of all such policies, together with all riders and amendments
  thereto.  All such  policies  are in full force and effect and all  premiums due
  thereon have been paid to the date hereof.  Company and the Company Subsidiaries
  have complied in all material respects with the terms of such policies.
  
                    SECTION 4.17. Properties. Company and the Company Subsidiaries
  have  good and  valid  title,  free and clear of all  Encumbrances,  except  for
  Permitted  Encumbrances,  to all their material  properties and assets,  whether
  tangible or  intangible,  real,  personal or mixed,  reflected in the  Company's
  consolidated  financial  statements  contained in the Company's Annual Report on
  Form 10-K for the period  ended  February 28, 1999 as being owned by Company and
  the Company  Subsidiaries as of the date thereof,  other than (i) any properties
  or assets that have been sold or otherwise disposed of in the ordinary course of
  business since the date of such financial  statements,  (ii) liens  disclosed in
  the notes to such  financial  statements and (iii) liens arising in the ordinary
  course of business after the date of such financial  statements.  All buildings,
  and all fixtures,  equipment and other  property and assets that are material to
  its business on a consolidated basis, held under leases or sub-leases by Company
  or any  Company  Subsidiary  are held under  valid  instruments  enforceable  in
  accordance  with  their  respective   terms,   subject  to  applicable  laws  of
  bankruptcy,  insolvency or similar laws relating to creditors'  rights generally
  and to general  principles of equity (whether  applied in a proceeding in law or
  equity).  Substantially all of Company's and the Company Subsidiaries' equipment
  in regular use has been reasonably  maintained and is in serviceable  condition,
  reasonable wear and tear excepted.
  
                    SECTION  4.18.  Affiliates.   Schedule  4.18  of  the  Company
  Disclosure Schedule sets forth the names and addresses of each person who is, in
  Company's  reasonable  judgment,  an affiliate (as such term is used in Rule 145
  under the  Securities  Act or under  applicable  SEC  accounting  releases  with
  respect to pooling of interests accounting treatment) of Company.
  
                    SECTION 4.19. Opinion of financial Advisor.  Donaldson, Lufkin
  & Jenrette ("Company Financial Advisor") has delivered to the board of directors
  of Company its opinion to the effect that the  Exchange  Ratio to be received by
  the holders of shares of Company  Common  Stock is fair to such  holders  from a
  financial point of view.
  
                    SECTION 4.20.  Brokers.
  
                             (a)      No  broker,   finder  or  investment  banker
                                      (other than  Company  Financial  Advisor) is
                                      entitled to any brokerage, finder's or other
                                      fee or  commission  in  connection  with the
                                      Merger based upon arrangements made by or on
                                      behalf of Company.  Company  has  heretofore
                                      made available to Parent true,  complete and
                                      correct  copies  of all  agreements  between
                                      Company   and  Company   Financial   Advisor
                                      pursuant   to  which   such  firm  would  be
                                      entitled  to  any  payment  relating  to the
                                      Merger.
  
                             (b)      Attached  hereto as Schedule  4.20(b) of the
                                      Company   Disclosure   Schedule   are  true,
                                      complete   and   correct   copies   of   all
                                      agreements  between  Company and the Company
                                      Financial  Advisor.  Other than as  attached
                                      hereto as  Schedule  4.20(b) of the  Company
                                      Disclosure  Schedule,  there  are  no  other
                                      agreements  between  Company and the Company
                                      Financial Advisor.
  
                    SECTION 4.21. Certain Business Practices.  Neither Company nor
  any Company  Subsidiary  nor any  directors,  officers,  agents or  employees of
  Company or any Company Subsidiary (in their capacities as such) has (i) used any
  funds  for  unlawful  contributions,  gifts,  entertainment  or  other  unlawful
  expenses  relating to political  activity or (ii) made any  unlawful  payment to
  foreign or domestic government  officials or employees or to foreign or domestic
  political  parties or campaigns or violated any provision of the Foreign Corrupt
  Practices Act of 1977, as amended.
  
                    SECTION  4.22.  Section 912 of the NYBCL Not  Applicable.  The
  Board of Directors of Company has  approved the Merger and this  Agreement,  and
  such  approval  is  sufficient  to render  inapplicable  to the  Merger and this
  Agreement and the transactions contemplated hereby the provisions of Section 912
  of the NYBCL,  assuming that Parent and its  "associates"  and  "affiliates" (as
  defined therein)  collectively  beneficially own, and have beneficially owned at
  all times during the five (5) year period  prior to the date  hereof,  less than
  twenty percent (20%) of the Company Common Stock outstanding.
  
                    SECTION 4.23.  Business  Activity  Restriction.  Except as set
  forth  in  Schedule  4.23  of  the  Company  Disclosure  Schedule,  there  is no
  non-competition or other similar agreement,  commitment,  judgment,  injunction,
  order or decree to which  Company  or any  subsidiary  of  Company is a party or
  subject  to that has or could  reasonably  be  expected  to have the  effect  of
  prohibiting  or  impairing  the conduct of business by Company.  Company has not
  entered into any  agreement  under which  Company is  restricted  from  selling,
  licensing or otherwise  distributing  any of its  technology  or products to, or
  providing  services  to,  customers  or  potential  customers  or any  class  of
  customers,  in any geographic area,  during any period of time or in any segment
  of the market or line of business.
  
  ARTICLE V.
  
                           REPRESENTATIONS AND WARRANTIES
                              OF PARENT AND MERGER SUB
  
                    Each of Parent and Merger Sub hereby  represents  and warrants
  to  Company,  subject to the  exceptions  specifically  disclosed  in the Parent
  Disclosure  Schedule,  all  such  exceptions  to  be  referenced  to a  specific
  representation set forth in this Article V, that:
  
                    SECTION 5.1.  Organization and Qualification; Subsidiaries
  
  (a)  Parent and each directly and indirectly owned subsidiary of Parent,
       including Merger Sub, (the "Parent Subsidiaries") has been duly organized
       and is validly existing and in good standing (to the extent applicable)
       under the laws of the jurisdiction of its incorporation or organization, as
       the case may be, and has the requisite corporate power and authority and
       all necessary governmental approvals to own, lease and operate its
       properties and to carry on its business as it is now being conducted.
       Parent and each Parent Subsidiary, including Merger Sub, is duly qualified
       or licensed to do business, and is in good standing (to the extent
       applicable), in each jurisdiction where the character of the properties
       owned, leased or operated by it or the nature of its business makes such
       qualification or licensing necessary, except for such failures to be so
       qualified or licensed and in good standing that could not reasonably be
       expected to have, individually or in the aggregate, a Parent Material
       Adverse Effect.
  
  (b)  Schedule 5.01 of the Parent Disclosure Schedule sets forth, as of the date
       of this Agreement, a true and complete list of each Parent Subsidiary,
       together with (i) the jurisdiction of incorporation or organization of each
       Parent Subsidiary and the percentage of each Parent Subsidiary's out-
       standing capital stock or other equity interests owned by Parent or another
       Parent Subsidiary and (ii) an indication of whether each Parent Subsidiary
       is a "Significant Subsidiary" as defined in Regulation S-X under the
       Exchange Act.  Neither Parent nor any Parent Subsidiary owns an equity
       interest in any partnership or joint venture arrangement or other business
       entity hat is material to the business, assets, liabilities, financial
       condition or results of operations of Parent and the Parent Subsidiaries,
       taken as a whole.
  
                    SECTION 5.2.  Certificate  of  Incorporation  and Bylaws.  The
  copies of each of Parent's and Merger Sub's  certificate  of  incorporation  and
  bylaws previously  provided to Company by Parent are true,  complete and correct
  copies thereof.  Such certificates of incorporation and bylaws are in full force
  and  effect.  Parent  is not in  violation  of  any  of  the  provisions  of its
  certificate of incorporation or bylaws.
  
                    SECTION 5.3.  Capitalization.
  
  (a)  The authorized capital stock of Parent consists of 50,000,000 shares of
       Parent Common Stock and 5,000,000 shares of preferred stock.  As of the
       date hereof (i) 21,843,891 shares of Parent Common Stock are issued and
       outstanding, all of which are validly issued, fully paid and nonassessable,
       (ii) no shares of Parent Common Stock are held in the treasury of Parent,
       (iii) no shares of Parent Common Stock are held by the Parent Subsidiaries,
       (iv) 3,088,425 shares of Parent Common Stock are reserved for future
       issuance pursuant to outstanding options and warrants to purchase Parent
       Common Stock ("Parent Stock Options"), (v) no shares of Parent preferred
       stock are issued and outstanding and (vi) 750,000 shares of Parent Common
       Stock are reserved for issuance pursuant to the Parent ESPP, of which no
       shares have been issued.  Except for the shares of Parent Common Stock
       issuable pursuant to the Parent Stock Plans and the Parent ESPP, there are
       no options, warrants or other rights, agreements, arrangements or
       commitments of any character to which Parent is a party or by which Parent
       is bound relating to the issued or unissued capital stock of Parent or any
       Parent Subsidiary or obligating Parent or any Parent Subsidiary to issue or
        sell any shares of capital stock of, or other equity interests in, Parent
       or any Parent Subsidiary.  All shares of Parent Common Stock subject to
       issuance as aforesaid, upon issuance prior to the Effective Time on the
       terms and conditions specified in the instruments pursuant to which they
       are issuable, will be duly authorized, validly issued, fully paid and non-
       assessable.  There are no outstanding contractual obligations of Parent or
       any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares
       of Parent Common Stock or any capital stock of any Parent Subsidiary.  Each
       outstanding share of capital stock of each Parent Subsidiary is duly
       authorized, validly issued, fully paid and nonassessable and each such
       share owned by Parent or another Parent Subsidiary is free and clear of all
       security interests, liens, claims, pledges, options, rights of first
       refusal, agreements, limitations on Parent's or such other Parent Sub-
       sidiary's voting rights, charges and other encumbrances of any nature
       whatsoever.  There are no material outstanding contractual obligations of
       Parent or any Parent Subsidiary to provide funds to, or make any
       material investment (in the form of a loan, capital contribution or
       otherwise) in, any Parent Subsidiary or any other person.
  
  (b)  The officers and directors of Parent, in the aggregate,  own of record  and
       beneficially more than ten  percent  (10%) of the  Parent Common Stock
       outstanding, on a fully-diluted basis.
  
                    SECTION 5.4.  Authority  Relative to This  Agreement.  Each of
  Parent and Merger Sub has all necessary corporate power and authority to execute
  and deliver this Agreement,  to perform its obligations  hereunder to consummate
  the  transactions  contemplated  hereby.  The  execution  and  delivery  of this
  Agreement  by each of Parent and Merger Sub and the  consummation  by Parent and
  Merger Sub of the  transactions  contemplated  hereby have been duly and validly
  authorized by all necessary corporate action, and no other corporate proceedings
  on the part of Parent or Merger Sub are necessary to authorize this Agreement or
  to consummate such  transactions  (other than the approval of this Agreement and
  the  Merger by the  holders of a majority  of the  outstanding  shares of Parent
  Common  Stock  present at the Parent  Shareholders'  Meeting  and the consent of
  Parent as sole shareholder of Merger Sub). This Agreement has been duly executed
  and  delivered  by  each  of  Parent  and  Merger  Sub  and,  assuming  the  due
  authorization, execution and delivery by Company, constitutes a legal, valid and
  binding  obligation of each of Parent and Merger Sub enforceable  against Parent
  and Merger Sub in accordance with its terms.
  
                    SECTION 5.5.  No Conflict: Required Filings.
  
  (a)  The execution and delivery of this Agreement by Parent and Merger Sub does
       not, and the performance by Parent and Merger Sub of their obligations
       hereunder and the consummation of the Merger will not, (i) conflict with or
       violate any provision of the articles of incorporation or bylaws of Parent
       or any equivalent organizational documents of any Parent Subsidiary,
       (ii) assuming that all consents, approvals, authorizations and permits
       described in Section 5.05(b) have been obtained and all filings and
       notifications described in Section 5.05(b) have been made, conflict with or
       violate any Law applicable to Parent or any other Parent Subsidiary or by
       which any property or asset of Parent or any Parent Subsidiary is bound or
       affected or (iii) result in any breach of or constitute a default (or an
       event which with the giving of notice or lapse of time or both could
       reasonably be expected to become a default) under, or give to others any
       right of termination, amendment, acceleration or cancellation of, or result
       in the creation of a lien or other encumbrance on any property or asset of
       Parent or any Parent Subsidiary pursuant to, any note, bond, mortgage,
       indenture, contract, agreement, lease, license, permit, franchise or other
       instrument or obligation.
  
   (b) The execution and delivery of this Agreement by Parent and  Merger Sub does
       not, and the performance  by  Parent  and  Merger  Sub of their obligations
       hereunder   and   the consummation of the Merger will not, require any
       consent,  approval,   authorization  or permit  of,  or  filing  by  Parent
       with or notification by Parent to, any  Governmental Entity,   except
       pursuant  to   applicable requirements   of  the  Exchange   Act,  the
       Securities Act, Blue Sky Laws, the rules and regulations   of  the  NNM,
       the   premerger notification requirements of the HSR Act, if any, and the
       filing and  recordation  of the Certificate  of  Merger as required  by the
       DGCL.
  
                    SECTION 5.6.  Permits;  Compliance  with Laws.  Parent and the
  Parent Subsidiaries are in possession of all franchises, grants, authorizations,
  licenses, establishment registrations,  product listings, permits, approvals and
  orders of any Governmental  Entity necessary for Parent or any Parent Subsidiary
  to own, lease and operate its properties and assets or otherwise to carry on its
  business as it is now being conducted (collectively, the "Parent Permits"), and,
  as of the date of this Agreement,  none of the Parent Permits has been suspended
  or  cancelled  nor is any such  suspension  or  cancellation  pending or, to the
  knowledge of Parent, threatened.  Neither Parent nor any Parent Subsidiary is in
  conflict  with, or in default or violation of, (i) any Law  applicable to Parent
  or any  Parent  Subsidiary  or by which any  property  or asset of Parent or any
  Parent  Subsidiary is bound or affected or (ii) any Parent  Permits,  except for
  such conflicts,  defaults or violations that could not reasonably be expected to
  have,  individually  or in the  aggregate,  a Parent  Material  Adverse  Effect.
  Schedule 5.06 of the Parent  Disclosure  Schedule sets forth,  as of the date of
  this Agreement, all actions, proceedings,  investigations or surveys pending or,
  to the knowledge of Parent,  threatened  against Parent or any Parent Subsidiary
  that could reasonably be expected to result in the suspension or cancellation of
  any material Parent Permit. Since January 1, 1996, neither Parent nor any Parent
  Subsidiary has received from any  Governmental  Entity any written  notification
  with respect to possible conflicts, defaults or violations of Laws.
  
                    SECTION 5.7.  Absence of Certain Changes or Events.  Except as
  otherwise set forth on Schedule 5.07 of the Parent  Disclosure  Schedule,  since
  March  17,  1999,  Parent  and the  Parent  Subsidiaries  have  conducted  their
  businesses only in the ordinary course  consistent with past practice and, since
  such date, there has not been (i) any Parent Material  Adverse Effect,  (ii) any
  event that could  reasonably  be  expected  to prevent or  materially  delay the
  performance  of  Parent's   obligations  pursuant  to  this  Agreement  and  the
  consummation of the Merger by Parent, (iii) any material change by Parent in its
  accounting methods, principles or practices, (iv) any declaration, setting aside
  or payment of any  dividend or  distribution  in respect of the shares of Parent
  Common Stock or any redemption, purchase or other acquisition of any of Parent's
  securities,  (v) except in the ordinary course of business  consistent with past
  practice,  any increase in the  compensation or benefits or establishment of any
  bonus, insurance, severance, deferred compensation,  pension, retirement, profit
  sharing,  stock option  (including,  without  limitation,  the granting of stock
  options,  stock  appreciation  rights,  performance  awards or restricted  stock
  awards), stock purchase or other employee benefit plan, or any other increase in
  the  compensation  payable or to become  payable to any  executive  officers  of
  Parent or any Parent Subsidiary,  (vi) any issuance or sale of any stock, notes,
  bonds or other  securities  other than  pursuant to the exercise of  outstanding
  securities,  or entering  into any  agreement  with respect  thereto,  (vii) any
  amendment to the Parent's  certificate of incorporation or bylaws,  (viii) other
  than in the ordinary course of business,  any (x) purchase,  sale, assignment or
  transfer of any material assets, (y) mortgage,  pledge or the institution of any
  lien,  encumbrance or charge on any material  assets or properties,  tangible or
  intangible,  except for liens for taxes not yet delinquent and such other liens,
  encumbrances or charges which do not,  individually or in the aggregate,  have a
  Parent Material Adverse Effect, or (z) waiver of any rights of material value or
  cancellation  or any  material  debts  or  claims,  (ix) any  incurrence  of any
  material liability (absolute or contingent),  except for current liabilities and
  obligations  incurred in the ordinary  course of business  consistent  with past
  practice, (x) any incurrence of any damage, destruction or similar loss, whether
  or not covered by insurance,  materially affecting the business or properties of
  Parent or any Parent Subsidiary,  or (xi) any entering into any transaction of a
  material nature other than in the ordinary  course of business,  consistent with
  past practices.
  
                    SECTION 5.8.  SEC Filings; Financial Statements.
  
  (a)  Parent has timely filed all forms, reports, statements and documents
       required to be filed by it (A) with the SEC and the NNM since March 17,
       1999 (collectively, together with any such forms, reports, statements and
       documents Parent may file subsequent to the date hereof until the Closing,
       the "Parent Reports") and (B) with any other Governmental Entities.  Each
       Parent Report (i) was prepared in accordance with the requirements of the
       Securities Act, the Exchange Act or the NNM, as the case may be, and (ii)
       did not at the time it was filed contain any untrue statement of a material
       fact or omit to state a material fact required to be stated therein or
       necessary in order to make the statements made therein, in the light of the
       circumstances under which they were made, not misleading.  Each form,
       report, statement and document referred to in clause (B) of this paragraph
       was prepared in all material respects in accordance with the requirements
       of applicable Law.  No Parent Subsidiary is subject to the periodic
       reporting requirements of the Exchange Act or required to file any form,
       report or other document with the SEC, the NNM, any other stock exchange or
       any other comparable Governmental Entity.
  
  (b)  Each of the consolidated financial statements (including, in each case, any
       notes thereto)contained in the Parent Reports was prepared in accordance
       with U.S. GAAP applied on a consistent basis throughout the periods
       indicated (except as may be indicated in the notes thereto) and each
       presented fairly the consolidated financial position of Parent and the
       Parent Subsidiaries as at the respective dates thereof, and their
       consolidated results of operations, stockholders' equity and cash flows for
       the respective periods indicated therein, except as otherwise noted therein
       (subject, in the case of unaudited statements, to normal and recurring
       immaterial year-end adjustments).
  
  (c)  Except  as and to the  extent  set  forth or reserved against on the
       consolidated balance sheet of Parent and the Parent  Subsidiaries as of
       December  31, 1998 as reported in the Parent Reports, none of Parent or any
       Parent Subsidiary    has   any    liabilities or obligations of any nature
       (whether  accrued, absolute,   contingent  or  otherwise)  that would  be
       required  to  be  reflected  on a balance sheet or in notes  thereto
       prepared in  accordance  with U.S.  GAAP,  except for liabilities or
       obligations  incurred in the ordinary course of business  consistent with
       past practice since December 31, 1998.
  
                    SECTION 5.9. Pooling; Certain Tax Matters. Neither Parent nor,
  to the knowledge of Parent,  any of its  affiliates  has taken or agreed to take
  any action  (other  than  actions  contemplated  by this  Agreement)  that could
  reasonably  be  expected  to prevent  (a) the  Merger  from  being  treated  for
  accounting purposes as a "pooling of interests" in accordance with U.S. GAAP and
  the  accounting  standards  of the SEC or (b) the  Merger  from  constituting  a
  "reorganization"  under  Section  368 of the  Code.  Parent  is not aware of any
  agreement,  plan or other  circumstance  that could  reasonably  be  expected to
  prevent the Merger from being so treated as a "pooling of  interests" or from so
  qualifying as a reorganization under Section 368 of the Code.
  
                    SECTION 5.10.  Litigation.  There is no suit,  claim,  action,
  proceeding or investigation  pending or, to the knowledge of Parent,  threatened
  against  Parent or any Parent  Subsidiary  that could  reasonably be expected to
  have,  individually  or in the aggregate,  a Parent  Material  Adverse Effect or
  materially  interfere  with  Parent's  ability to  consummate  the  transactions
  contemplated  herein,  and, to the  knowledge  of Parent,  there are no existing
  facts or  circumstances  that could  reasonably  be expected to result in such a
  suit, claim,  action,  proceeding or  investigation.  Parent is not aware of any
  facts or  circumstances  which  could  reasonably  be  expected to result in the
  denial  of  insurance  coverage  under  policies  issued to  Parent  and  Parent
  Subsidiaries  in  respect  of  such  suits,  claims,  actions,  proceedings  and
  investigations,  except in any case as could not reasonably be expected to have,
  individually  or in the aggregate,  a Parent Material  Adverse  Effect.  Neither
  Parent nor any Parent  Subsidiary  is subject to any  outstanding  order,  writ,
  injunction or decree which could reasonably be expected to have, individually or
  in the aggregate,  a Parent Material Adverse Effect or materially interfere with
  Parent's ability to consummate the transactions contemplated herein.
  
                    SECTION 5.11. Taxes.  Parent and each of Parent  Subsidiaries,
  and any consolidated,  combined,  unitary or aggregate group for Tax purposes of
  which Parent or any Parent  Subsidiary  is or has been a member,  have  properly
  completed and timely filed all Tax Returns required to be filed by them and have
  paid all Taxes shown thereon to be due. Parent has provided adequate accruals in
  accordance  with generally  accepted  accounting  principles in its December 31,
  1998 balance sheet  contained in the Parent  Reports for any Taxes that have not
  been paid, whether or not shown as being due on any Tax Returns.  Parent and the
  Parent  Subsidiaries have no material  liability for unpaid Taxes accruing after
  December 31, 1998.
  
                    SECTION 5.12. Brokers. No broker,  finder or investment banker
  (other than (BancBoston  Robertson Stephens (the "Parent Financial Advisor")) is
  entitled to any  brokerage,  finder's or other fee or  commission  in connection
  with the Merger based upon arrangements  made by or on behalf of Parent.  Parent
  has heretofore  made  available to Company true,  complete and correct copies of
  all agreements  between Parent and Parent  Financial  Advisor  pursuant to which
  such firm would be entitled to any payment relating to the Merger.
  
                    SECTION 5.13. Certain Business  Practices.  Neither Parent nor
  any Parent Subsidiary nor any directors, officers, agents or employees of Parent
  or any Parent  Subsidiary  (in their  capacities as such) has (i) used any funds
  for unlawful  contributions,  gifts,  entertainment  or other unlawful  expenses
  relating to political  activity or (ii) made any unlawful  payment to foreign or
  domestic  government  officials or employees or to foreign or domestic political
  parties or campaigns or violated any provision of the Foreign Corrupt  Practices
  Act of 1977, as amended.
  
                    SECTION 5.14.  Section 203 of the DGCL,  Not  Applicable.  The
  Board of Directors of Parent has  approved  the Merger and this  Agreement,  and
  such  approval is  sufficient  to render  inapplicable  to the  Merger,  to this
  Agreement and the transactions contemplated hereby the provisions of Section 203
  of the DGCL,  assuming that Company and its  "affiliates"  (as defined  therein)
  collectively  beneficially own, and have beneficially  owned at all times during
  the five (5) year period  prior to the date  hereof,  less than  twenty  percent
  (20%) of the Parent Common Stock outstanding.
  
                    SECTION  5.15.  No Prior  Activities.  Except for  liabilities
  incurred in connection with its incorporation or organization,  and consummation
  of this Agreement and the transactions  contemplated hereby,  Merger Sub has not
  incurred any  liabilities,  and has not engaged in any business or activities of
  any type or kind whatsoever or entered into any agreements or arrangements  with
  any person or entity. Merger Sub is a wholly owned subsidiary of Parent.
  
                    SECTION 5.16.  Employee Benefit Plans; Labor Matters.
  
  (a)  With respect to each employee benefit fund, plan, program, arrangement and
       contract (including, without limitation, any "pension" plan, fund or
       program, as defined in Section 3(2) of ERISA, and any "employee benefit
       plan", as defined in Section 3(3) of ERISA) maintained, sponsored or
       contributed to or required to be contributed to by Parent or any Parent
       Subsidiary or other trade or business (whether or not incorporated) treated
       as a single employer with Parent (a "Parent ERISA Affiliate") pursuant to
       Code Section 414(b), (c), (m) or (o) is a party, or with respect to which
       Parent or any Parent ERISA Affiliate could incur liability under Section
       4069, 4212(c) or 4204 of ERISA or Section 412 of the Code, or to which
       Parent or any Parent ERISA Affiliate is a party  (the "Parent Benefit
       Plans"), Parent has delivered or made available to Parent a true, complete
       and correct copy of a summary of such Parent Benefit Plan.
  
  (b)  Each Parent Benefit Plan has been administered in all material respects in
       accordance with its terms and all applicable laws, including, without
       limitation, ERISA and the Code, and all contributions required to be made
       under the terms of any of the Parent Benefit Plans as of the date of this
       Agreement have been timely made or have been reflected on the most recent
       consolidated balance sheet filed or incorporated by reference in the Parent
       Reports prior to the date of this Agreement.  With respect to the Parent
       Benefit Plans, no event has occurred and, to the knowledge of Parent, there
       exists no condition or set of circumstances in connection with which Parent
       or any Parent ERISA Affiliate could be subject to any material liability
       (other than for routine benefit liabilities) under the terms of such Parent
       Benefit Plans, ERISA, the Code or any other applicable Law.
  
  (c)  Parent on behalf of itself and all of the Parent ERISA Affiliates hereby
       represents that:  (i)each Parent Benefit Plan which is intended to be
       qualified under Section 401(a) of the Code or Section 401(k) of the Code
       has received a favorable determination letter from the IRS as to its
       qualified status under the Code, and each trust established in connection
       with any Parent which is intended to be exempt from federal income taxation
       under Section 501(a) of the Code has received a determination letter from
       the IRS that it is so exempt, and to Parent's knowledge no fact or event
       has occurred since the date of such determination letter from the IRS to
       adversely affect the qualified status of any such Parent Benefit Plan or
       the exempt status of any such trust; and (ii)to Parent's knowledge there
       has been no prohibited transaction (within the meaning of Section 406 of
       ERISA or Section 4975 of the Code) with respect to any Parent Benefit Plan.
       No suit, administrative proceeding, action or other litigation has been
       brought, or to the knowledge of Parent is threatened, against or with
       respect to any such Parent Benefit Plan, including any audit or inquiry by
       the Internal Revenue Service or United States Department of Labor (other
       than routine benefits claims).
  
  (d)  No Parent Benefit Plan is a multiemployer pension plan (as defined in
       Section 3(37) of ERISA) or other pension plan subject to Title IV of ERISA
       and neither the Parent nor any Parent ERISA Affiliate has sponsored or
       contributed to or been required to contribute to a multiemployer pension
       plan or other pension plan subject to Title IV of ERISA.  No material
       liability under Title IV of ERISA has been incurred by Parent or any Parent
       ERISA Affiliate that has not been satisfied in full, and no condition
       exists that presents a material risk to Parent or any Parent ERISA
       Affiliate of incurring or being subject (whether primarily, jointly or
       secondarily) to a material liability thereunder.  None of the assets of
       Parent or any Parent ERISA Affiliate is, or may reasonably be expected to
       become, the subject of any lien arising under ERISA or Section 412(n) of
       the Code.
  
  (e)  With  respect to each  Parent  Benefit  Plan that is  subject to Title  IV
       or Part 3 of Title I of ERISA or Section 412 of the Code, (i) no reportable
       event (within the meaning of  Section  4043 of  ERISA,  other  than an
       event that is not  required  to be  reported before or within 30 days of
       such  event) has occurred or is expected to occur, (ii) there was not an
       accumulated  funding  deficiency (within  the meaning of Section 302 of
       ERISA or Section 412 of the Code),  whether or not waived,  as of the most
       recently  ended plan year of such Parent  Benefit Plan; and (iii) there is
       no  "unfunded  benefit  liability" (within the  meaning of Section  4001(a)
       (18)of ERISA).
  
  (f)  Neither Parent nor any Parent Subsidiary is a party to any collective
       bargaining or other labor union contract applicable to persons employed by
       Parent or any Parent Subsidiary and no collective bargaining agreement is
       being negotiated by Parent or any Parent Subsidiary.  As of the date of
       this Agreement, there is no labor dispute, strike or work stoppage against
       Parent or any Parent Subsidiary pending or, to the knowledge of Parent,
       threatened which may interfere with the respective business activities of
       Parent or any Parent Subsidiary.  As of the date of this Agreement, to the
       knowledge of Parent, none of Parent, any Parent Subsidiary, or any of their
       respective representatives or employees has committed any unfair labor
       practice in connection with the operation of the respective businesses of
       Parent or any Parent Subsidiary, and there is no charge or complaint
       against Parent or any Parent Subsidiary by the National Labor Relations
       Board or any comparable Governmental Entity pending or threatened in
       writing.
  
  (g)  Except as required by Law, no Parent Benefit Plan provides any of the
       following  retiree benefits to any person: medical,  disability or  life
       insurance  benefits.  To  Parent's knowledge,   Parent  and  the  Parent
       ERISA Affiliates are in material  compliance  with (i)  the   requirements
       of  the  applicable health   care    continuation   and   notice provisions
       of  the   Consolidated   Omnibus Budget  Reconciliation Act of 1985
       ("COBRA") and  the  regulations   (including  proposed regulations)
       thereunder   and   (ii)   the applicable   requirements   of  the   Health
       Insurance Portability and Accountability Act of 1996 and the  regulations
       (including the proposed regulations) thereunder.
  
                    SECTION 5.17.  Intellectual Property.
  
  (a)  All trademarks, trade names, service marks, trade dress, and all goodwill
       associated with any of the foregoing, patents, Internet domain names,
       copyrights and any renewal rights therefor, technology, supplier lists,
       trade secrets, know-how, computer software programs or applications in
       both source and object code form, technical documentation of such software
       programs, registrations and applications for any of the foregoing and all
       other tangible or intangible proprietary information or materials that are
       or have been used (including without limitation in the development of)
       Parent's business and/or in any product, technology or process (i)
       currently being or formerly manufactured, published or marketed by Parent
       or (ii) previously or currently under development for possible future
       manufacturing, publication, marketing or other use by Parent are
       hereinafter referred to as the "Parent Intellectual Property."
  
  (b)  Parent has all rights in Parent Intellectual Property necessary to carry
       out Parent's current activities.  No claims have been asserted or
       threatened against Parent that challenge the validity or ownership of any
       Parent Intellectual Property or allege that the use, reproduction,
       manufacturing, distribution, licensing, sublicensing or sale of Parent
       Intellectual Property infringes on any intellectual property or proprietary
       right of any person or constitutes a misappropriation of any trade secret.
       All of Parent's patents, patent applications, registered trademarks and
       trademark applications and registered copyrights are in good standing with
       all fees and filings due as of the Closing Date duly made.  Parent owns
       full and unencumbered rights and good, valid and marketable title to all of
       Parent's internally developed software.
  
  ARTICLE VI.
  
  COVENANTS
  
                    SECTION  6.1.  Conduct  of  Business  by Company  Pending  the
  Closing.  Company  agrees  that,  between  the  date of this  Agreement  and the
  Effective  Time,  unless  Parent  shall  otherwise  agree  in  writing,  (x) the
  respective businesses of Company and the Company Subsidiaries shall be conducted
  only in, and  Company  and the  Company  Subsidiaries  shall not take any action
  except in, the ordinary course of business consistent with past practice and (y)
  Company shall use all reasonable  efforts to keep available the services of such
  of the current  officers,  significant  employees and consultants of Company and
  the Company  Subsidiaries  and to preserve the current  relationships of Company
  and the Company  Subsidiaries  with such of the corporate  partners,  customers,
  suppliers  and other persons with which  Company or any Company  Subsidiary  has
  significant  business  relations in order to preserve  substantially  intact its
  business  organization.  Without  limitation,  neither  Company  nor any Company
  Subsidiary  shall,  between the date of this  Agreement and the Effective  Time,
  directly or  indirectly,  do, or agree to do, any of the  following  without the
  prior written consent of Parent:
  
  amend or otherwise change its certificate of incorporation or bylaws or
  equivalent organizational documents;
  
                    issue,  sell,  pledge,  dispose of,  grant,  transfer,  lease,
           license,  guarantee  or  encumber,  or authorize  the  issuance,  sale,
           pledge, disposition, grant, transfer, lease, license or encumbrance of,
           (i) any shares of capital stock of Company or any Company Subsidiary of
           any  class,   or  securities   convertible   into  or  exchangeable  or
           exercisable  for any  shares of such  capital  stock,  or any  options,
           warrants  or other  rights of any kind to  acquire  any  shares of such
           capital stock,  or any other  ownership  interest  (including,  without
           limitation,   any  phantom   interest),   of  Company  or  any  Company
           Subsidiary,  other than the issuance of shares of Company  Common Stock
           pursuant to the exercise of stock options  therefor  outstanding  as of
           the date of this  Agreement or (ii) any material  property or assets of
           Company or any Company  Subsidiary except (A) transactions  pursuant to
           existing contracts,  (B) dispositions,  leases or licenses of inventory
           in the ordinary  course of business  consistent  with past practice and
           (C) shares of Company Common Stock issued  pursuant to the Company ESPP
           in the ordinary course of business consistent with past practice;
  
                                                 (i) acquire  (including,  without
                                        limitation, by merger,  consolidation,  or
                                        acquisition   of  stock  or  assets)   any
                                        interest in any corporation,  partnership,
                                        other business  organization  or person or
                                        any  division  thereof,   other  than  the
                                        purchase of assets in the ordinary  course
                                        of business consistent with past practice;
                                        (ii) incur any  indebtedness  for borrowed
                                        money   (other  than   indebtedness   with
                                        respect  to  working  capital  in  amounts
                                        consistent  with past  practice)  or issue
                                        any debt  securities or assume,  guarantee
                                        or   endorse,    or    otherwise   as   an
                                        accommodation  become responsible for, the
                                        obligations  of any person  (other  than a
                                        Company  Subsidiary) for borrowed money or
                                        make any loans or advances material to the
                                        business, assets,  liabilities,  financial
                                        condition  or  results  of  operations  of
                                        Company  and  the  Company   Subsidiaries,
                                        taken as a whole; (iii) terminate,  cancel
                                        or  request  any  material  change  in, or
                                        agree  to  any  material  change  in,  any
                                        Company Material Contract or other License
                                        Agreement,  in each case other than in the
                                        ordinary  course  of  business  consistent
                                        with past practice; (iv) make or authorize
                                        any   capital   expenditure,   other  than
                                        capital   expenditures   in  the  ordinary
                                        course of  business  consistent  with past
                                        practice   that  have  been  budgeted  for
                                        fiscal year 2000 and  disclosed in writing
                                        to  Parent  and  that  are  not,   in  the
                                        aggregate,   in  excess  of  $625,000  for
                                        Company and the Company Subsidiaries taken
                                        as a whole; or (v) enter into or amend any
                                        contract,    agreement,    commitment   or
                                        arrangement   that,  if  fully  performed,
                                        would not be permitted  under this Section
                                        6.01(c);
  
                    declare,  set  aside,  make  or  pay  any  dividend  or  other
           distribution,  payable in cash,  stock,  property  or  otherwise,  with
           respect to any of its capital stock, except that any Company Subsidiary
           may pay dividends or make other  distributions  to Company or any other
           Company Subsidiary;
  
                    reclassify,  combine,  split, subdivide or redeem, purchase or
           otherwise  acquire,  directly or  indirectly,  any of its capital stock
           except  repurchases of unvested  shares at cost in connection  with the
           termination of the employment  relationship  with any employee pursuant
           to stock option or purchase agreements in effect on the date hereof;
  
                    amend or  change  the  period  (or  permit  any  acceleration,
           amendment or change) of  exercisability  of options  granted  under the
           Company  Stock Plans or  authorize  cash  payments in exchange  for any
           Company Stock Options granted under any of such plans;
  
                    amend the terms of,  repurchase,  redeem or otherwise acquire,
           or permit any Company  Subsidiary  to  repurchase,  redeem or otherwise
           acquire,  any  of  its  securities  or any  securities  of any  Company
           Subsidiary;
  
                    increase the compensation  payable or to become payable to its
           directors,  officers,  consultants  or  employees,  grant any rights to
           severance  or  termination  pay to,  or enter  into any  employment  or
           severance agreement which provides benefits upon a change in control of
           Company  that would be  triggered  by the Merger  with,  any  director,
           officer,  consultant  or  other  employee  of  Company  or any  Company
           Subsidiary  who is not  currently  entitled to such  benefits  from the
           Merger,   establish,   adopt,   enter  into  or  amend  any  collective
           bargaining, bonus, profit sharing, thrift, compensation,  stock option,
           restricted   stock,   pension,   retirement,   deferred   compensation,
           employment,  termination,  severance or other plan,  agreement,  trust,
           fund,  policy or arrangement for the benefit of any director,  officer,
           consultant or employee of Company or any Company Subsidiary,  except to
           the extent  required  by  applicable  Law or the terms of a  collective
           bargaining agreement,  or enter into or amend any contract,  agreement,
           commitment or arrangement between Company or any Company Subsidiary and
           any of Company's directors,  officers, consultants or employees, except
           for increases in compensation  paid to persons who are not directors or
           officers of Company in the ordinary course of business  consistent with
           past practice;
  
                             (a)      pay,   discharge   or  satisfy  any  claims,
                                      liabilities   or   obligations    (absolute,
                                      accrued, asserted or unasserted,  contingent
                                      or  otherwise),   other  than  the  payment,
                                      discharge   or   satisfaction   of   claims,
                                      liabilities  or   obligations   (A)  in  the
                                      ordinary  course of business and  consistent
                                      with   past    practice   or   (B)   claims,
                                      liabilities or obligations  reflected on the
                                      February   1999  Balance  Sheet  or  (C)  as
                                      otherwise  set forth on Schedule 6.01 of the
                                      Company Disclosure Schedule;
  
                             (b)      except  as  required  by  any   Governmental
                                      Entity,   make  any  material   change  with
                                      respect to  Company's  accounting  policies,
                                      principles,     methods    or    procedures,
                                      including,   without   limitation,   revenue
                                      recognition policies, other than as required
                                      by U.S. GAAP;
  
                             (c) make any  material  Tax  election  or  settle  or
                                 compromise any material Tax liability; or
  
                             (d)      authorize   or  enter  into  any  formal  or
                                      informal  agreement  or  otherwise  make any
                                      commitment  to do any of the foregoing or to
                                      take any action  which would make any of the
                                      representations  or  warranties  of  Company
                                      contained  in  this   Agreement   untrue  or
                                      incorrect or prevent Company from performing
                                      or  cause   Company   not  to  perform   its
                                      covenants  hereunder or result in any of the
                                      conditions  to the Merger  set forth  herein
                                      not being satisfied.
  
                    SECTION  6.2.  Notices of Certain  Events.  Each of Parent and
  Company  shall  give  prompt  notice  to the  other of (i) any  notice  or other
  communication from any person alleging that the consent of such person is or may
  be  required  in  connection   with  the  Merger;   (ii)  any  notice  or  other
  communication from any Governmental Entity in connection with the Merger;  (iii)
  any actions,  suits, claims,  investigations or proceedings commenced or, to its
  knowledge,  threatened against,  relating to or involving or otherwise affecting
  Parent or the  Parent  Subsidiaries  or  Company  or the  Company  Subsidiaries,
  respectively,  which, if pending on the date hereof, would have been required to
  have been disclosed in this Agreement, or that relate to the consummation of the
  Merger;  (iv) the  occurrence  of a default  or event  that,  with the giving of
  notice or lapse of time or both, will become a default under any Parent Material
  Contract or Company  Material  Contract,  respectively;  and (v) any change that
  could  reasonably  be expected  to have a Parent  Material  Adverse  Effect or a
  Company Material Adverse Effect, respectively, or to delay or impede the ability
  of  either  Parent  or  Company,   respectively,  to  perform  their  respective
  obligations  pursuant to this  Agreement and to effect the  consummation  of the
  Merger.
  
                    SECTION 6.3.  Access to Information; Confidentiality.
  
  (a)  Except as required pursuant to any confidentiality agreement or similar
       agreement or arrangement to which Parent or Company or any of the Parent
       Subsidiaries or the Company Subsidiaries is a party or pursuant to
       applicable Law or the regulations or requirements of any stock exchange or
       other regulatory organization with whose rules a party hereto is required
       to comply, from the date of this Agreement to the Effective Time, Parent
       and Company shall (and shall cause the Parent Subsidiaries and Company
       Subsidiaries, respectively, to) (i) provide to the other (and its officers,
       directors, employees, accountants, consultants, legal counsel, agents and
       other representatives (collectively, "Representatives")) access at
       reasonable times upon prior notice to its and its subsidiaries' officers,
       employees, agents, properties, offices and other facilities and to the
       books and records thereof, and (ii) furnish promptly such information
       concerning its and its subsidiaries' business, properties, contracts,
       assets, liabilities and personnel as the other party or its Representatives
       may reasonably request.  No investigation conducted pursuant to this
       Section 6.03 shall affect or be deemed to modify any representation or
       warranty made in this Agreement.
  
  (b)  The parties  hereto shall  comply with,  and shall cause their respective
       Representatives to  comply  with,  all of  their  respective obligations
       under   the    Confidentiality Agreement  with  respect to the  information
       disclosed pursuant to this Section 6.03.
  
                    SECTION 6.4.  No solicitation of Transaction.
  
  (a)  Company shall not, directly or indirectly, and shall cause its
       Representatives not to, directly or indirectly, solicit, initiate or
       encourage (including by way of furnishing nonpublic information), any
       inquiries or the making of any proposal or offer (including, without
       limitation, any proposal or offer to its stockholders) that constitutes,
       or may reasonably be expected to lead to, any Company Competing
       Transaction, or enter into or maintain or continue discussions or negotiate
       with any person in furtherance of such inquiries or to obtain a Company
       Competing Transaction, or agree to or endorse any Company Competing
       Transaction, or authorize or permit any of Company's Representatives or
       subsidiaries, or any Representative retained by Company's subsidiaries, to
       take any such action; provided, however, that nothing contained in this
       Section 6.04 shall prohibit the board of directors of Company (i) from
       complying with Rule 14d-9 or 14e-2(a) promulgated under the Exchange Act
       with regard to a tender or exchange offer not made in violation of this
       Section 6.04 or (ii) prior to receipt of the approval by the stockholders
       of Company of this Agreement and the Merger from providing information
       (subject to a confidentiality agreement at least as restrictive as the
       Confidentiality Agreement) in connection with, and negotiating, another un-
       solicited, bona fide written proposal regarding a Company Competing
       Transaction that (i) Company's board of directors shall have concluded in
       good faith, after considering applicable state law, on the basis of advice
       of independent outside counsel of nationally recognized reputation, that
       failure to take such action would not be a proper exercise of the Company's
       board of directors' fiduciary duties to Company's stockholders under
       applicable law, (ii) if any cash consideration is involved, shall not be
       subject to any financing contingency, and with respect to which Company's
       board of directors shall have determined in the proper exercise of its
       fiduciary duties to Company's stockholders that the acquiring party is
       capable of consummating such Company Competing Transaction on the terms
       proposed, and (iii) Company's board of directors shall have determined
       (based upon the opinion of Company's independent financial advisors of
       nationally recognized reputation) in the proper exercise of its fiduciary
       duties to Company's stockholders that such Company Competing Transaction
       provides greater value to the stockholders of Company than the Merger (and
       Company's independent financial advisors of nationally recognized reputa-
       tion opine in writing that such Company Competing Transaction is superior
       from a financial point of view) (any such Company Competing Transaction
       being referred to herein as a "Company Superior Proposal").  Company shall
       notify Parent promptly if any proposal or offer, or any inquiry or contact
       with any person with respect thereto, regarding a Company Competing
       Transaction is made, such notice to include the identity of the person
       making such proposal, offer, inquiry or contact, and the terms of such
       Company Competing Transaction.  Company immediately shall cease and cause
       to be terminated all existing discussions or negotiations with any parties
       conducted heretofore with respect to a Company Competing Transaction.
       Company shall not release any third party from, or waive any provision of,
       any confidentiality or standstill agreement to which it is a party.
  
  (b)  Parent shall not, directly or indirectly, and shall cause its Representa-
       tives not to, directly or indirectly, solicit, initiate or encourage
       (including by way of furnishing nonpublic information), any inquiries or
       the making of any proposal or offer (including, without limitation, any
       proposal or offer to its stockholders) that constitutes, or may reasonably
       be expected to lead to, any Parent Competing Transaction, or enter into or
       maintain or continue discussions or negotiate with any person in
       furtherance of such inquiries or to obtain a Parent Competing Transaction,
       or agree to or endorse any Parent Competing Transaction, or authorize or
       permit any of Parent's Representatives or subsidiaries, or any
       Representative retained by Parent's subsidiaries, to take any such action;
       provided, however, that nothing contained in this Section 6.04 shall
       prohibit the board of directors of Parent (i) from complying with Rule
       14d-9 or 14e-2(a) promulgated under the Exchange Act with regard to a
       tender or exchange offer not made in violation of this Section 6.04 or (ii)
       prior to receipt of the approval by the stockholders of Parent of this
       Agreement and the Merger from providing information (subject to a
       confidentiality agreement at least as restrictive as the Confidentiality
       Agreement) in connection with, and negotiating, another unsolicited, bona
       fide written proposal regarding a Parent Competing Transaction that (i)
       Parent's board of directors shall have concluded in good faith, after
       considering applicable state law, on the basis of advice of independent
       outside counsel of nationally recognized reputation, that failure to take
       such action would not be a proper exercise of the Parent's board of
       directors' fiduciary duties to Parent's stockholders under applicable law,
       (ii) if any cash consideration is involved, shall not be subject to any
       financing contingency, and with respect to which Parent's board of
       directors shall have determined in the proper exercise of its fiduciary
       duties to Parent's stockholders that the acquiring party is capable of
       consummating such Parent Competing Transaction on the terms proposed, and
       (iii) Parent's board of directors shall have determined (based upon the
       opinion of Parent's independent financial advisors of nationally recognized
       reputation) in the proper exercise of its fiduciary duties to Parent's
       stockholders that such Parent Competing Transaction provides greater value
       to the stockholders of Parent than the Merger (and Parent's independent
       financial advisors of nationally recognized reputation opine in writing
       that such Parent Competing Transaction is superior from a financial point
       of view) (any such Parent Competing Transaction being referred to herein as
       a "Parent Superior Proposal").  Parent shall notify Company promptly if any
       proposal or offer, or any inquiry or contact with any person with respect
       thereto, regarding a Parent Competing Transaction is made, such notice to
       include the identity of the person making such proposal, offer, inquiry or
       contact, and the terms of such Parent Competing Transaction.  Parent
       immediately shall cease and cause to be terminated all existing discussions
       or negotiations with any parties conducted heretofore with respect to a
       Parent Competing Transaction.  Parent shall not release any third party
       from, or waive any provision of, any confidentiality or standstill
       agreement to which it is a party.
  
                    SECTION 6.5.  Tax-Free Transaction; Pooling.
  
                             (a)      From and after  the date of this  Agreement,
                                      each party hereto  shall use all  reasonable
                                      efforts to cause the Merger to qualify,  and
                                      shall  not  knowingly  take any  actions  or
                                      cause any  actions to be taken  which  could
                                      reasonably be expected to prevent the Merger
                                      from (a)  qualifying  as a  "reorganization"
                                      under  Section  368(a)  of the  Code  or (b)
                                      being  treated  for   financial   accounting
                                      purposes  as a  "pooling  of  interests"  in
                                      accordance with U.S. GAAP and the accounting
                                      standards of the SEC.
  
                             (b)      Parent   shall   execute   and   deliver   a
                                      certificate,  in form reasonably  acceptable
                                      to Company,  signed by an officer of Parent,
                                      setting  forth factual  representations  and
                                      covenants that will serve as a basis for the
                                      tax opinion  required under Section  8.02(c)
                                      hereof.
  
                    SECTION 6.6. Control of Operations.  Nothing contained in this
  Agreement  shall give Parent,  directly or  indirectly,  the right to control or
  direct the  operations  of Company  and the  Company  Subsidiaries  prior to the
  Effective Time. Prior to the Effective Time, Company shall exercise,  consistent
  with  the  terms  and  conditions  of  this  Agreement,   complete  control  and
  supervision over its operations.
  
                    SECTION 6.7.  Further Action; Consents; Filings.
  
  (a)  Upon the terms and subject to the conditions hereof, each of the parties
       hereto shall use all reasonable efforts to (i) take, or cause to be taken,
       all appropriate action, and do, or cause to be done, all things necessary,
       proper or advisable under applicable Law or otherwise to consummate and
       make effective the Merger, (ii) obtain from Governmental Entities any con-
       sents, licenses, permits, waivers, approvals, authorizations or orders
       required to be obtained or made by Parent or Company or any of their
       respective subsidiaries in connection with the authorization, execution
       and delivery of this Agreement and the consummation of the Merger and (iii)
       make all necessary filings, and thereafter make any other required or
       appropriate submissions, with respect to this Agreement and the Merger
       required under (A) the rules and regulations of the NNM and the NSCM,(B)
       the Securities Act, the Exchange Act and any other applicable Federal or
       state securities Laws, (C) the HSR Act, if any, and (D) any other
       applicable Law.  The parties hereto shall cooperate and consult with each
       other in connection with the making of all such filings, including by pro-
       viding copies of all such documents to the nonfiling parties and their
       advisors prior to filing, and none of the parties shall file any such
       document if any of the other parties shall have reasonably objected to the
       filing of such document.  No party shall consent to any voluntary extension
       of any statutory deadline or waiting period or to any voluntary delay of
       the consummation of the Merger at the behest of any Governmental Entity
       without the consent and agreement of the other parties hereto, which
       consent shall not be unreasonably withheld or delayed.
  
  (b)  Each of  Company  and  Parent  will give (or will cause their respective
       subsidiaries to give) any notices to third persons, and use, and cause
       their  respective  subsidiaries to use,   reasonable   efforts  to  obtain
       any consents  from  third   persons   necessary, proper  or  advisable  to
       consummate   the transactions contemplated by this Agreement.
  
                    SECTION 6.8. Additional Reports. Company and Parent shall each
  furnish to the other  copies of any reports of the type  referred to in Sections
  4.07 and  5.06,  which it files  with the SEC on or after the date  hereof,  and
  Company  and Parent,  as the case may be,  covenant  and warrant  that as of the
  respective dates thereof,  such reports will not contain any untrue statement of
  a material fact or omit to state a material  fact required to be stated  therein
  or necessary to make the statements therein, in light of the circumstances under
  which  they were  made,  not  misleading.  Any  unaudited  consolidated  interim
  financial  statements  included in such reports (including any related notes and
  schedules)  will  fairly  present  the  financial  position  of Company  and its
  consolidated  subsidiaries or Parent and its consolidated  subsidiaries,  as the
  case may be, as of the dates thereof and the results of  operations  and changes
  in financial position or other information  including therein for the periods or
  as of the date then  ended  (subject,  where  appropriate,  to  normal  year-end
  adjustments),  in each case in  accordance  with  past  practice  and U.S.  GAAP
  consistently  applied during the periods involved (except as otherwise disclosed
  in the notes thereto).
  
                    SECTION  6.9.  Tax  Information.  Company  shall  provide  the
  following  information to Parent not later than two weeks after the date of this
  Agreement:  (i) a  complete  list of the  types of Tax  Returns  being  filed by
  Company and each Company Subsidiary in each taxing jurisdiction,  (ii) a list of
  all  closed  years with  respect  to each such type of Tax Return  filed in each
  jurisdiction, and (iii) a list of any deferred intercompany gain with respect to
  transactions  to  which  Company  or any  Company  Subsidiary  has been a party.
  Company  shall   provide   Parent  and  its   accountants,   counsel  and  other
  representatives  reasonable  access,  during  normal  business  hours during the
  period  prior  to  the   Effective   Time,  to  all  of  Company's  and  Company
  Subsidiaries' Tax Returns and other records and workpapers relating to Taxes.
  
  ARTICLE VII.
  
  ADDITIONAL AGREEMENTS
  
                    SECTION 7.1.  Registration Statement; Joiht Proxy Statement.
  
  (a)  As promptly as practicable after the execution of this Agreement, Parent
       and Company shall jointly prepare and shall file with the SEC a document or
       documents that will constitute (i) the prospectus forming part of the
       registration statement on Form S-4 of Parent (together with all amendments
       thereto, the "Registration Statement"), in connection with the registration
       under the Securities Act of Parent Common Stock to be issued to Company's
       stockholders pursuant to the Merger and (ii) the joint proxy statement with
       respect to the Merger relating to the special meetings of Company's stock-
       holders to be held to consider approval of this Agreement and the Merger
       (the "Company Stockholders' Meeting") and of Parent's stockholders to be
       held to consider approval of the issuance of Parent Common Stock (the
       "Share Issuance") to Company's stockholders pursuant to the Merger (the
       "Parent Stockholders' Meeting") (together with any amendments thereto, the
       "Joint Proxy Statement").  Copies of the Joint Proxy Statement shall be
       provided to the NNM in accordance with its rules.  Each of the parties
       hereto shall use all reasonable efforts to cause the Registration Statement
       to become effective as promptly as practicable after the date hereof, and,
       prior to the effective date of the Registration Statement, the parties
       hereto shall take all action required under any applicable Laws in
       connection with the issuance of shares of Parent Common Stock pursuant to
       the Merger.  Parent or Company, as the case may be, shall furnish all
       information concerning Parent or Company as the other party may reasonably
       request in connection with such actions and the preparation of the
       Registration Statement and the Joint Proxy Statement.  Each of Parent and
       Company shall notify the other of the receipt of any comments from the SEC
       on the Registration Statement and the Joint Proxy Statement and of any
       requests by the SEC for any amendments or supplements thereto or for
       additional information and shall provide to each other promptly copies of
       all correspondence between Parent, Company or any of their representatives
       and advisors and the SEC.  As promptly as practicable after the effective
       date of the Registration Statement, the Joint Proxy Statement shall be
       mailed to the stockholders of Company and of Parent.  Each of the parties
       hereto shall cause the Joint Proxy Statement to comply as to form and
       substance as to such party in all material respects with the applicable
       requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) the
       rules and regulations of the NNM.
  
  (b)  The Joint Proxy  Statement shall include (i) the   approval   of  the
       Merger   and  the recommendation  of the board of directors of Company to
       Company's  stockholders that they vote in favor of approval of this
       Agreement and the  Merger,  and  (ii) the  opinion  of Company  Financial
       Advisor  referred  to in Section  4.19.  The  Joint  Proxy  Statement
       shall  include  the  approval  of the  Share Issuance and the
       recommendation of the board of   directors   of   Parent   to   Parent's
       stockholders  that  they  vote in  favor  of approval of the Share
       Issuance.
  
  (c)  No amendment or supplement to the Joint Proxy Statement or the Registration
       Statement shall be made without the approval of Parent and Company, which
       approval shall not be unreasonably withheld or delayed.  Each of the
       parties hereto shall advise the other parties hereto, promptly after it
       receives notice thereof, of the time when the Registration Statement has
       become effective or any supplement or amendment has been filed, of the
       issuance of any stop order, of the suspension of the qualification of the
       Parent Common Stock issuable in connection with the Merger for offering
       or sale in any jurisdiction, or of any request by the SEC for amendment of
       the Joint Proxy Statement or the Registration Statement or comments thereon
       and responses thereto or requests by the SEC for additional information.
  
  (d)  None of the information supplied by Company for inclusion or incorporation
       by reference in the Registration Statement or the Joint Proxy Statement
       shall, at the respective times filed with the SEC or other regulatory
       agency and, in addition, (A) in the case of the Joint Proxy Statement, at
       the date it or any amendments or supplements thereto are mailed to stock-
       holders of Parent and Company, at the time of the Company Stockholders'
       Meeting, at the time of the Parent Shareholders' Meeting and at the
       Effective Time and (B) in the case of the Registration Statement, when it
       becomes effective under the Securities Act and at the Effective Time,
       contain any untrue statement of a material fact or omit to state any
       material fact required to be stated therein or necessary in order to make
       the statements therein, in light of the circumstances under which they are
       made, not misleading.  If at any time prior to the Effective Time any event
       or circumstance relating to Company or any Company Subsidiary, or their
       respective officers or directors, should be discovered by Company that
       should be set forth in an amendment or a supplement to the Registration
       Statement or the Joint Proxy Statement, Company shall promptly inform
       Parent.  All documents that Company is responsible for filing with the SEC
       in connection with the Merger will comply as to form in all material
       respects with the applicable requirements of the rules and regulations of
       the Securities Act and the Exchange Act.
  
  (e)  None of the information supplied by Parent for inclusion or incorporation
       by reference in the Registration Statement or the Joint Proxy Statement
       shall, at the respective times filed with the SEC or other regulatory
       agency and, in addition, (A) in the case of the Joint Proxy Statement, at
       the date it or any amendments or supplements thereto are mailed to stock-
       holders of Parent and Company, at the time of Company Stockholders'
       meeting, at the time of the Parent Shareholders' Meeting and at the
       Effective Time and (B) in the case of the Registration Statement, when it
       becomes effective under the Securities Act and at the Effective Time,
       contain any untrue statement of a material fact or omit to state any
       material fact required to be stated therein or necessary in order to make
       the statements therein, in light of the circumstances under which they are
       made, not misleading.  If, at any time prior to the Effective Time, any
       event or circumstance relating to Parent or any Parent Subsidiary, or their
       respective officers or directors, should be discovered by Parent that
       should be set forth in an amendment or a supplement to the Registration
       Statement or the Joint Proxy Statement, Parent shall promptly inform
       Company.  All documents that Parent is responsible for filing with the SEC
       in connection with the Merger will comply as to form in all material
       respects with the applicable requirements of the rules and regulations of
       the Securities Act and the Exchange Act.
  
                    SECTION 7.2.  Stockholders'  Meetings.  Company shall call and
  hold the Company Stockholders' Meeting and Parent shall call and hold the Parent
  Stockholders'  Meeting as promptly as practicable  after the date hereof for the
  purpose of voting  upon the  approval  of this  Agreement  and the Merger or the
  Share Issuance,  as the case may be, pursuant to the Joint Proxy Statement,  and
  Company  and  Parent  shall  use  all  reasonable  efforts  to hold  the  Parent
  Stockholders'  Meeting and the Company Stockholders' Meeting on the same day and
  as soon as  practicable  after  the date on  which  the  Registration  Statement
  becomes effective.  Except as otherwise contemplated by this Agreement,  Company
  shall use all  reasonable  efforts to solicit from its  stockholders  proxies in
  favor of the  approval of this  Agreement  and the Merger  pursuant to the Joint
  Proxy Statement and shall take all other action necessary or advisable to secure
  the vote or consent of  stockholders  required by the NYBCL or applicable  other
  stock  exchange  requirements  to obtain  such  approval.  Except  as  otherwise
  contemplated  by this  Agreement,  Parent  shall use all  reasonable  efforts to
  solicit from its stockholders proxies in favor of the Share Issuance pursuant to
  the Joint Proxy Statement and shall take all other action necessary or advisable
  to secure the vote or consent of stockholders required by the DGCL or applicable
  stock exchange requirements to obtain such approval.  Each of the parties hereto
  shall take all other action  necessary  or, in the opinion of the other  parties
  hereto,  advisable to promptly and  expeditiously  secure any vote or consent of
  stockholders  required  by  applicable  Law  and  such  party's  certificate  of
  incorporation and bylaws to effect the Merger.
  
                    SECTION 7.3.  Affiliates.
  
  (a)  Company will use reasonable efforts to obtain an executed letter agreement
       substantially in the form of Annex C hereto from (i) each person identified
       in Schedule 4.18 of the Company Disclosure Schedule within 15 days
       following the execution and delivery of this Agreement and (ii) from any
       person who, to the knowledge of Company, may be deemed to have become an
       affiliate of Company after the date of this Agreement and prior to the
       Effective Time as soon as practicable after attaining such status.  The
       foregoing notwithstanding, Parent shall be entitled to place legends as
       specified in the Affiliate Agreement on the certificates evidencing any of
       the Parent Common Stock to be received by (i) any affiliate of Company or
       (ii) any person Parent reasonably identifies (by written notice to Company)
       as being a person who may be deemed an "affiliate" within the meaning of
       Rule 145 promulgated under the Securities Act, and to issue appropriate
       stop transfer instructions to the transfer agent for such Parent Common
       Stock, consistent with the terms of the Affiliate Agreement, regardless of
       whether such person has executed Affiliate Agreement and regardless of
       whether such person's name and address appear on Schedule 4.18 of the
       Company Disclosure Schedule.
  
  (b)  Parent will use reasonable efforts to obtain an executed letter  agreement
       substantially in the form of Annex D hereto  from (i) each officer  and
       director  of Parent  within 15 days following the execution and delivery of
       this Agreement and (ii) from any person who, to the knowledge of Parent,
       may be deemed to have become an affiliate of Parent after the date  of this
       Agreement  and  prior  to the Effective Time as soon as practicable  after
       attaining such status.
  
   SECTION 7.4.  Directors' and Officers' Indemnification and Insurance.
  
   (a) The provisions with  respect  to indemnification  that  are set  forth in
       the certificate of  incorporation  and bylaws of the  Surviving
       Corporation  shall  not  be  amended,  repealed or otherwise modified for
       a period  of six  years  from the  Effective Time  in  any  manner   that
       would   affect adversely    the   rights  thereunder of individuals  who at
       or at any time  prior to the Effective Time were directors, officers,
       employees or agents of Company.
  
  (b)  From and after the Effective Time, Parent shall indemnify and hold harmless
       each present and former director and officer of Company (the "Indemnified
       Parties"), against any costs or expenses (including reasonable attorneys'
       fees), judgments, fines, losses, claims, damages or liabilities
       (collectively, "Costs") incurred in connection with any claim, action,
       suit, proceeding or investigation, whether civil, criminal, administrative
       or investigative, arising out of or pertaining to matters relating to their
       service as such an officer or director existing or occurring at or prior to
       the Effective Time, whether asserted or claimed prior to, at or after the
       Effective Time, to the fullest extent that Company would have been
       permitted under Delaware law and its charter documents (each as in effect
       on the date hereof) to indemnify such Indemnified Parties.
  
  (c)  For  a  period  of  five  years   after  the Effective  Time,  Parent shall
       use its best efforts to maintain in effect the directors' and officers'
       liability  insurance policies maintained  by Company;  provided,  however,
       that in no event shall Parent be required to expend  in any one year in
       excess of 150% of the annual premium currently paid by Company for  such
       coverage,  which  Company  hereby represents is $33,000, and provided
       further, that  if  the  premium  for  such   coverage exceeds such amount,
       Parent shall purchase a policy with the greatest coverage  available for
       such 150% of the annual premium.
  
  (d)  If the Surviving  Corporation  or any of its successors or assigns (i) con-
       solidates  with or merges  into any other  person  and shall not   be   the
       continuing   or   surviving corporation or entity of such  consolidation
       or   merger   or  (ii)   transfers   all  or substantially  all  of  its
       properties  and assets to any person,  then and in each such case, proper
       provision shall be made so that the  successors and assigns of the
       Surviving Corporation assume the obligations set forth in this Section
       7.04.
  
                    SECTION  7.5.  No  Shelf  Registration.  Parent  shall  not be
  required to amend or maintain the  effectiveness of the  Registration  Statement
  for the  purpose  of  permitting  resale of the  shares of Parent  Common  Stock
  received  pursuant hereto by the persons who may be deemed to be "affiliates" of
  Company within the meaning of Rule 145 promulgated under the Securities Act.
  
                    SECTION 7.6. Public  Announcements.  The initial press release
  concerning the Merger shall be a joint press release and, thereafter, Parent and
  Company  shall  consult  with each other  before  issuing  any press  release or
  otherwise  making any public  statements  with respect to this  Agreement or the
  Merger  and  shall  not issue any such  press  release  or make any such  public
  statement without the prior written approval of the other,  except to the extent
  required by applicable Law or the  requirements  of the rules and regulations of
  the NNM or the NSCM,  in which case the issuing  party shall use all  reasonable
  efforts to consult  with the other  party  before  issuing  any such  release or
  making any such public statement.
  
                    SECTION 7.7. NNM Listing.  Prior to the Effective Time, Parent
  shall file with the NNM a  Notification  Form for Listing of  Additional  Shares
  with respect to the Parent  Common Stock issued or issuable in  connection  with
  the Merger and shall use all reasonable efforts to have such Parent Common Stock
  approved for quotation on the NNM.
  
                    SECTION 7.8. Blue Sky. Parent shall use all reasonable efforts
  to obtain  prior to the  Effective  Time all  necessary  permits  and  approvals
  required under Blue Sky Laws to permit the  distribution of the shares of Parent
  Common Stock to be issued in accordance with the provisions of this Agreement.
  
                    SECTION 7.9. Company Stock Options/Registration  Statements on
  Form S-8.  Parent  shall  reserve  for  issuance  the number of shares of Parent
  Common  Stock that will be  issuable  upon  exercise  of Company  Stock  Options
  assumed  pursuant to Section  3.05  hereof.  Within 20  business  days after the
  Effective  Time,  Parent  shall  file  with  the SEC  one or  more  registration
  statements  on Form S-8 for the  shares of Parent  Common  Stock  issuable  with
  respect to Company  Stock Options and will  maintain the  effectiveness  of such
  registration  statements  for so long as any of such  options  or  other  rights
  remain outstanding.  The Company ESPP shall be terminated prior to the Effective
  Date.  Parent  shall  use  reasonable  commercial  efforts  to take any  actions
  necessary on the part of Parent to enable subsequent transactions by persons who
  formerly  held Company  Stock Options in Parent Common Stock after the Effective
  Time to be exempt from the  application of Section 16(b) of the Exchange Act, to
  the extent permitted thereunder.
  
                    SECTION  7.10.  Employee  Matters.   Simultaneously  with  the
  Merger,  the Surviving  Corporation  shall assume all employment  agreements and
  termination  benefit  agreements and arrangements which are in effect at Company
  on the date  hereof.  Company  and  Parent  agree  to  cooperate  and take  such
  reasonable  actions  as may be  required  to effect  an  orderly  transition  of
  benefits  coverage under  Company's  401(k) plan,  including but not limited to,
  termination  of such plan.  As of the  Effective  Time,  Parent  shall cause the
  Surviving  Corporation to honor and satisfy all obligations and liabilities with
  respect  to the  Company  Benefit  Plans.  Notwithstanding  the  foregoing,  the
  Surviving  Corporation shall not be required to continue any particular  Company
  Benefit  Plan after the  Effective  Time,  and any Company  Benefit  Plan may be
  amended or terminated in accordance  with its terms and  applicable  law. To the
  extent  that any  Company  Benefit  Plan is  terminated  or  amended  after  the
  Effective  Time so as to reduce the benefits  that are then being  provided with
  respect to participants thereunder, Parent shall arrange for each individual who
  is then a participant  in such  terminated or amended plan to  participate  in a
  comparable  Parent  Benefit Plan in  accordance  with the  eligibility  criteria
  thereof, provided that (i) such participants shall receive full credit for years
  of service with Company or any of Company  Subsidiaries  prior to the Merger for
  purposes of eligibility and vesting, but excluding benefit accrual or the amount
  of benefits,  (ii) such  participants  shall  participate  in the Parent Benefit
  Plans on terms no less  favorable  than  those  offered  by Parent to  similarly
  situated  employees  of  Parent  and  (iii)  Parent  shall  cause  any  and  all
  pre-existing  conditions  limitations  (to the extent such  limitations  did not
  apply  to  a  pre-existing  condition  under  the  Company  Benefit  Plans)  and
  eligibility  waiting  periods  under any group  health  plans to be waived  with
  respect to such participants and their eligible dependents.
  
                    SECTION 7.11. Iboard Representation. Company shall be entitled
  to  designate  one  individual  (the  "Company  Nominee")  to Parent's  Board of
  Directors,  who shall be entitled to serve from the Effective Time and until his
  successor shall be duly elected and qualified.
  
  ARTICLE VIII.
  
  CONDITIONS TO THE MERGER
  
                    SECTION 8.1.  Conditions  tot he  Obligations of Each Party to
  Consummate the Merger.  The  obligations of the parties hereto to consummate the
  Merger are subject to the  satisfaction  or, if  permitted  by  applicable  Law,
  waiver of the following conditions:
  
                    the Registration  Statement shall have been declared effective
           by the SEC under the  Securities  Act and no stop order  suspending the
           effectiveness of the  Registration  Statement shall have been issued by
           the SEC and no proceeding for that purpose shall have been initiated by
           the SEC and not concluded or withdrawn;
  
                    this Agreement and the Merger shall have been duly approved by
           the requisite vote of  stockholders  of Company in accordance  with the
           NYBCL  and by the  requisite  vote of the  stockholders  of  Parent  in
           accordance with the rules of the NNM;
  
                    no order, statute,  rule,  regulation,  executive order, stay,
           decree,  judgment  or  injunction  shall  have been  enacted,  entered,
           promulgated  or  enforced  by any court or  Governmental  Entity  which
           prohibits or prevents the consummation of the Merger which has not been
           vacated,  dismissed or withdrawn prior to the Effective  Time.  Company
           and Parent shall use their  reasonable  best efforts to have any of the
           foregoing vacated, dismissed or withdrawn by the Effective Time;
  
                    any waiting period (and any extension  thereof)  applicable to
           the  consummation  of the  Merger  under  the  HSR  Act  or  any  other
           applicable  competition,  merger  control  or  similar  Law shall  have
           expired or been terminated;
  
                    all consents, approvals and authorizations legally required to
           be obtained to consummate  the Merger shall have been obtained from all
           Governmental  Entities,  except  where the  failure  to obtain any such
           consent,  approval or authorization could not reasonably be expected to
           result  in a Parent  Material  Adverse  Effect  or a  Company  Material
           Adverse Effect;
  
                    The board of  directors  of  Company  shall not have  revoked,
           amended or modified, in any adverse respect, its approval of the Merger
           or its  recommendation to Company's  stockholders  described in Section
           7.01(b)(i);
  
                    The shares of Parent  Common  Stock to be issued in the Merger
           shall have been authorized for listing on the NNM, subject to notice of
           issuance;
  
                    The  board of  directors  of Parent  shall  not have  revoked,
           amended or modified, in any adverse respect, its approval of the Merger
           or the Share Issuance or its  recommendation  to Parent's  stockholders
           described in Section 7.01(b) hereof; and
  
                    Each of Parent and Company  shall have been advised in writing
           by Ernst & Young LLP as of the date upon which the Effective Time is to
           occur, in a form and in substance reasonably acceptable to Parent, that
           the Merger can  properly be accounted  for as a "pooling of  interests"
           business  combination  in accordance  with U.S. GAAP and the accounting
           standards of the SEC.
  
                    SECTION 8.2.  Conditions to the  Obligations  of Company.  The
  obligations of Company to consummate the Merger,  or to permit the  consummation
  of the Merger are subject to the  satisfaction  or, if permitted  by  applicable
  Law, waiver of the following further conditions:
  
                    each of the representations and warranties of Parent contained
           in this Agreement  shall be true,  complete and correct in all material
           respects both when made and on and as of the Effective  Time as if made
           at  and  as of the  Effective  Time  (other  than  representations  and
           warranties  which address matters only as of a certain date which shall
           be true,  complete  and  correct as of such  certain  date) and Company
           shall have received a certificate  of the Chief  Executive  Officer and
           Chief Financial Officer of Parent to such effect;
  
                    Parent  shall  have  performed  or  complied  in all  material
           respects with all covenants  required by this Agreement to be performed
           or complied  with by it on or prior to the  Effective  Time and Company
           shall have received a certificate  of the Chief  Executive  Officer and
           Chief Financial Officer of Parent to that effect;
  
                    Company  shall use its  reasonable  best  efforts to obtain an
           opinion from its tax counsel  substantially  to the effect that, if the
           Merger  is  consummated  in  accordance  with  the  provisions  of this
           Agreement,  under  current law, for federal  income tax  purposes,  the
           Merger will qualify as a  reorganization  within the meaning of Section
           368(a) of the Code, which opinion Company shall use its reasonable best
           efforts to obtain; and
  
                    There shall have been no Parent Material  Adverse Effect since
  the date of this Agreement.
  
                    SECTION 8.3.  Conditions  to the  Obligations  of Parent.  The
  obligations of Parent to consummate  the Merger are subject to the  satisfaction
  or waiver of the following further conditions:
  
                    each  of  the   representations   and  warranties  of  Company
           contained in this Agreement shall be true,  complete and correct in all
           material respects both when made and on and as of the Effective Time as
           if made at and as of the Effective Time (other than representations and
           warranties  which address matters only as of a certain date which shall
           be true, complete and correct as of such certain date) and Parent shall
           have received a certificate  of the Chief  Executive  Officer and Chief
           Financial Officer of Company to such effect;
  
                    Company  shall have  performed  or  complied  in all  material
           respects with all covenants  required by this Agreement to be performed
           or  complied  with by it on or prior to the  Effective  Time and Parent
           shall have received a certificate  of the Chief  Executive  Officer and
           Chief Financial Officer of Company to that effect; and
  
                    There shall have been no Company Material Adverse Effect since
  the date of this Agreement.
  
  
  ARTICLE IX.
  
  TERMINATION, AMENDMENT AND WAIVER
  
  SECTION 9.1.  Termination.  This Agreement may be terminated and the Merger may
  be abandoned at any time prior to the Effective Time, notwithstanding any
  requisite adoption and approval of this Agreement, as follows:
  
                    by mutual written consent duly authorized by the boards of
            directors of each of Parent and Company;
  
                    by either Parent or Company,  if the Effective  Time shall not
           have occurred on or before November 30, 1999; provided,  however,  that
           the right to terminate this Agreement  under this Section 9.01(b) shall
           not be available to any party whose  failure to fulfill any  obligation
           under this Agreement shall have caused,  or resulted in, the failure of
           the Effective Time to occur on or before such date;
  
                    by either Parent or Company,  if any Governmental Order, writ,
           injunction or decree  preventing the  consummation  of the Merger shall
           have been entered by any court of competent jurisdiction and shall have
           become final and nonappealable;
  
  (a)  by Parent, if (i) the board of directors of Company withdraws, modifies or
       changes its recommendation of this Agreement or the Merger in a manner
       adverse to Parent or its stockholders or shall have resolved to do so, (ii)
       the board of directors of Company shall have recommended to the stock-
       holders of Company a Company Competing Transaction or shall have resolved
       to do so, (iii) a Company Competing Transaction shall have been announced
       or otherwise publicly known and the board of directors of Company shall
       have (A) failed to recommend against acceptance of such by its stockholders
       (including by taking no position, or indicating its inability to take a
       position, with respect to the acceptance of a Company Competing Transaction
       involving a tender offer or exchange offer by its stockholders), (B) failed
       to reconfirm its approval and recommendation of this Agreement and the
       transactions contemplated hereby within 15 business days of the first
       announcement or other public knowledge of such Competing Offer or (C)
       determined that such Company Competing Transaction was a Company Superior
       Proposal and to take any of the actions allowed by clause (ii) of Section
       6.04(a), or (iv) the board of directors of Company resolves to take any of
       the actions described above;
  
  (b)  by Company, if (i) the board of directors of Parent withdraws, modifies or
       changes its recommendation of this Agreement or the Merger in a manner
       adverse to Company or its stockholders or shall have resolved to do so,
       (ii) the board of directors of Parent shall have recommended to the stock-
       holders of Parent a Parent Competing Transaction or shall have resolved to
       do so, (iii) a Parent Competing Transaction shall have been announced or
       otherwise publicly known and the board of directors of Parent shall have
       (A) failed to recommend against acceptance of such by its stockholders (in-
       cluding by taking no position, or indicating its inability to take a
       position, with respect to the acceptance of a Parent Competing Transaction
       involving a tender offer or exchange offer by its stockholders), (B) failed
       to reconfirm its approval and recommendation of this Agreement and the
       transactions contemplated hereby within 15 business days of a request made
       by the Company following the first announcement or other public knowledge
       of such offer for a Parent Competing Transaction or a Parent Combination
       Transaction, or (C) determined that such Parent Competing Transaction was a
       Parent Superior Proposal and to take any of the actions allowed by clause
       (ii) of Section 6.04(b), or (iv) the board of directors of Parent resolves
       to take any of the actions described above;
  
  (c)  by Parent or Company,  if (i) this Agreement and the Merger  shall fail to
       receive  the requisite  votes for approval at the Company Stockholders'
       Meeting or any adjournment or postponement  thereof  or (ii) if the  Share
       Issuance shall fail to receive the requisite votes for approval at the
       Parent Shareholders'  Meeting or any adjournment or postponement thereof;
  
  (d)  by Parent, 10 days after receipt by Company of a written notice from Parent
       of a breach of any representation, warranty, covenant or agreement on the
       part of Company set forth in this Agreement, or if any representation or
       warranty of Company shall have become untrue, incomplete or incorrect, in
       either case such that the conditions set forth in Section 8.03 would not be
       satisfied (a "Terminating Company Breach"); provided, however, that if such
       Terminating Company Breach is curable by Company through the exercise of
       its reasonable efforts within 10 days and for so long as Company continues
       to exercise such reasonable efforts, Parent may not terminate this
       Agreement under this Section 9.01(g); and provided, further that the
       preceding proviso shall not in any event be deemed to extend any date set
       forth in paragraph (b) of this Section 9.01;
  
  (e)  by Company, 10 days after receipt by Parent of a written notice from
       Company of a breach of any representation, warranty, covenant or agreement
       on the part of Parent set forth in this Agreement, or if any representation
       or warranty of Parent shall have become untrue, incomplete or incorrect, in
       either case such that the conditions set forth in Section 8.02 would not be
       satisfied (a "Terminating Parent Breach"); provided, however, that if such
       Terminating Parent Breach is curable by Parent through the exercise of its
       reasonable efforts within 10 days and for so long as Parent continues to
       exercise such reasonable efforts, Company may not terminate this Agreement
       under this Section 9.01(h); and provided, further that the preceding
       proviso shall not in any event be deemed to extend any date set forth in
       paragraph (b) of this Section 9.01;
  
  The right of any party  hereto to  terminate  this  Agreement  pursuant  to this
  Section 9.01 will remain  operative  and in full force and effect  regardless of
  any  investigation  made  by or on  behalf  of  any  party  hereto,  any  person
  controlling  any  such  party or any of their  respective  officers,  directors,
  representatives  or  agents,  whether  prior to or after the  execution  of this
  Agreement.
  
                    SECTION  9.2.  Effect of  Termination.  Except as  provided in
  Section 9.05, in the event of termination of this Agreement  pursuant to Section
  9.01, this Agreement shall  forthwith  become void,  there shall be no liability
  under this Agreement on the part of any party hereto or any of its affiliates or
  any of its or their  officers or directors,  and all rights and  obligations  of
  each party hereto  shall cease;  provided,  however,  that nothing  herein shall
  relieve any party hereto from liability for the willful or intentional breach of
  any of its  representations  and warranties or the willful or intentional breach
  of any of its covenants or agreements set forth in this Agreement.
  
                    SECTION 9.3.  Amendment.  This Agreement may be amended by the
  parties  hereto by action  taken by or on behalf of their  respective  boards of
  directors at any time prior to the  Effective  Time;  provided,  however,  that,
  after  the  approval  of this  Agreement  by the  stockholders  of  Company,  no
  amendment  may be made that  changes  the amount or type of  consideration  into
  which Company common stock will be converted  pursuant to this  Agreement.  This
  Agreement may not be amended  except by an  instrument in writing  signed by the
  parties hereto.
  
                    SECTION 9.4. Waiver.  At any time prior to the Effective Time,
  any  party  hereto  may (a)  extend  the time for or waive  compliance  with the
  performance of any obligation or other act of any other party hereto,  (b) waive
  any inaccuracy in the representations and warranties  contained herein or in any
  document  delivered  pursuant hereto and (c) waive compliance by the other party
  with any of the agreements or conditions contained herein. Any such extension or
  waiver  shall be valid if set forth in an  instrument  in writing  signed by the
  party or parties to be bound thereby.
  
                    SECTION 9.5.  Termination Fee: Expenses.
  
  (a)  Except  as set forth in this  Section  9.05, all  Expenses  incurred in
       connection  with this  Agreement and the Merger shall be paid by  the party
       incurring   such  Expenses, whether  or not the  Merger is  consummated,
       except that  Parent and  Company  each shall pay one-half of all Expenses
       incurred solely for   printing,   filing  and   mailing  the Registration
       Statement  and the Joint Proxy Statement  and all SEC and other  regulatory
       filing fees incurred in connection  with the Registration  Statement  and
       the Joint Proxy Statement  and any fees  required to be paid under the HSR
       Act.
  
  (b)  In the event that (i) Parent shall terminate this Agreement  pursuant to
       Section  9.01(d) or  (ii)   Parent   shall   terminate   this Agreement
       due  to  a  Terminating   Company Breach pursuant to Section 9.01(g), but
       only if such breach was intentional, then Company shall   pay   to   Parent
       (the "Company  Termination  Fee")  a sum  equal  to  all of Parent's
       Expenses and an additional  amount equal to $4.5 million.  Notwithstanding
       the foregoing,  no fee shall be paid pursuant to this  Section  9.05(b) if
       Parent shall be in material    breach   of   its    obligations hereunder.
       Any Company Termination Fee shall be paid in same day funds  within  three
       (3) business days of the date of termination.
  
  (c)  In  the  event   that  (i)   Company   shall terminate this Agreement
       pursuant to Section 9.01(e) or (ii) Company shall terminate this Agreement
       due to a Terminating Parent Breach pursuant  to  Section  9.01(h),  but
       only if such  breach was  intentional,  then  Parent shall pay to  Company
       (the   "Parent  Termination  Fee")  a sum  equal  to  all of Company's
       Expenses and an additional amount equal to $4.5 million.  Notwithstanding
       the foregoing,  no fee shall be paid pursuant to this Section  9.05(c) if
       Company shall be in material    breach   of   its    obligations hereunder.
       Any Parent Termination Fee shall be paid in same day funds  within  three
       (3) business days of the date of termination.
  
  (d)  Parent and Company agree that the agreements contained in Sections 9.05(b)
       and 9.05(c) above are an integral part of the transaction contemplated by
       this Agreement and constituted liquidated damages and not a penalty.  If
       Company fails to pay to Parent any fee due under Section 9.05(b), Company
       shall pay the cash and expenses (including legal fees and expenses) in
       connection with any action, including the filing of any lawsuit of other
       legal action, taken to collect payment. Similarly, if Parent fails to pay
       to Company any fee due under Section 9.05(c), Parent shall pay the cash and
       expenses (including legal fees and expenses) in connection with any action,
       including the filing of any lawsuit of other legal action, taken to collect
       payment.
  
  ARTICLE X.
  
  GENERAL PROVISIONS
  
                    SECTION 10.1.  Non-Survival of Representations and Warranties.
  The  representations  and  warranties in this Agreement  shall  terminate at the
  Effective Time or upon the  termination  of this  Agreement  pursuant to Section
  9.01,  as the case may be. This  Section  10.01 shall not limit any  covenant or
  agreement of the parties which by its terms  contemplates  performance after the
  Effective Time.
  
                    SECTION 10.2. Notices. All notices,  requests, claims, demands
  and other  communications  hereunder shall be in writing and shall be given (and
  shall be deemed to have been duly given upon receipt) by delivery in person,  by
  telecopy or facsimile,  by registered or certified mail (postage prepaid, return
  receipt  requested)  or  by a  nationally  recognized  courier  service  to  the
  respective  parties at the  following  addresses (or at such other address for a
  party as shall be specified in a notice  given in  accordance  with this Section
  10.02):
  
                    if to Company:
  
                             MARKET GUIDE INC.
                             2001 Marcus Avenue
                             Suite S200
                             Lake Success, New York 11042-1011
                             Attention:  Chief Executive Officer
                             Telecopier:  516-327-2431
  
                    with a copy to:
  
                             Willkie Farr & Gallagher
                             787 Seventh Avenue
                             New York, New York 10019
                             Attention:       Jack H. Nusbaum, Esq. and
                             Steven A. Seidman, Esq.
                             Telecopier:  212-728-8111
  
                    if to Parent or Merger Sub:
  
                             MULTEX.COM, INC.
                             33 Maiden Lane, 5th Floor
                             New York, New York 10038
                             Attention:  Chief Financial Officer
                             Telecopier: 212-742-9561
  
                    with a copy to:
  
                             Brobeck, Phleger & Harrison LLP
                             1633 Broadway, 47th Floor
                             New York, NY 10019
                             Attention:  Alexander D. Lynch, Esq.
                             Telecopier:  (212) 586-7878
  
                    SECTION 10.3. Severability.  If any term or other provision of
  this Agreement is invalid, illegal or incapable of being enforced by any rule of
  Law or public  policy,  all other  conditions  and  provisions of this Agreement
  shall  nevertheless  remain in full force and effect so long as the  economic or
  legal substance of the Merger is not affected in any manner  materially  adverse
  to any  party.  Upon  such  determination  that any term or other  provision  is
  invalid,  illegal or  incapable  of being  enforced,  the parties  hereto  shall
  negotiate  in good faith to modify this  Agreement  so as to effect the original
  intent of the parties as closely as possible in a mutually  acceptable manner to
  the fullest  extent  permitted by applicable Law in order that the Merger may be
  consummated as originally contemplated to the fullest extent possible.
  
                    SECTION 10.4.  Assignment,  Binding Effect,  Benefit.  Neither
  this Agreement nor any of the rights,  interests or obligations  hereunder shall
  be  assigned  by any of the  parties  hereto  (whether  by  operation  of Law or
  otherwise)  without  the prior  written  consent  of the other  parties  hereto.
  Subject to the  preceding  sentence,  this  Agreement  shall be binding upon and
  shall inure to the benefit of the parties hereto and their respective successors
  and permitted assigns.  Notwithstanding  anything contained in this Agreement to
  the contrary,  other than Section 7.04, nothing in this Agreement,  expressed or
  implied,  is intended to confer on any person  other than the parties  hereto or
  their respective  successors and permitted  assigns any rights or remedies under
  or by reason of this  Agreement,  provided,  however,  that the  parties  hereto
  specifically  acknowledge  that the  provisions of Section  7.04,  7.09 and 7.10
  hereof are intended to be for the benefit of, and shall be  enforceable  by, the
  current and former  employees,  officers  and  directors  of Company  and/or the
  Company Subsidiaries  affected thereby and their heirs and representatives,  and
  the provisions of Sections 3.02(c),  3.04 and 3.05 herein are intended to be for
  the benefit of, and shall be enforceable by,  stockholders  of Company  affected
  thereby and their heirs and representatives.
  
                    SECTION 10.5. Incorporation of Exhibits. The Parent Disclosure
  Schedule,  the Company Disclosure  Schedule and all Exhibits attached hereto and
  referred  to  herein  are  hereby  incorporated  herein  and made a part of this
  Agreement  for all  purposes  as if fully set forth  herein.  Parent and Company
  acknowledge  that the Parent  Disclosure  Schedule  and the  Company  Disclosure
  Schedule (i) are qualified in their entitety by reference to specific provisions
  of this  Agreement  and (ii) are not  intended  to  constitute  and shall not be
  construed as indicating that such matter is required to be disclosed,  nor shall
  such  disclosure be construed as an admission that such  information is material
  with  respect  to Parent or  Company,  as the case may be,  except to the extent
  required by this Agreement and by applicable law.
  
                    SECTION 10.6.  Governing Law. THIS AGREEMENT SHALL BE GOVERNED
  BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE  WITH, THE LAWS OF THE STATE OF NEW
  YORK OTHER THAN CONFLICT OF LAWS PRINCIPLES THEREOF DIRECTING THE APPLICATION OF
  ANY LAW OTHER THAN THAT OF NEW YORK.
  
                    SECTION 10.7.  Waiver of Jury Trial.  EACH PARTY HERETO HEREBY
  IRREVOCABLY  WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING  (WHETHER BASED
  ON CONTRACT,  TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
  ANY  TRANSACTION  OR AGREEMENT  CONTEMPLATED  HEREBY OR THE ACTIONS OF ANY PARTY
  HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.
  
                    SECTION  10.8.  Headings;   Interpretation.   The  descriptive
  headings  contained in this Agreement are included for  convenience of reference
  only and  shall not  affect in any way the  meaning  or  interpretation  of this
  Agreement. The parties have participated jointly in the negotiation and drafting
  of  this  Agreement.  In the  event  an  ambiguity  or  question  of  intent  or
  interpretation  arises,  this Agreement shall be construed as if drafted jointly
  by the parties,  and no  presumption  or burden of proof shall arise favoring or
  disfavoring  any party by virtue of the  authorship  of any  provisions  of this
  Agreement.
  
                    SECTION 10.9. Counterparts. This Agreement may be executed and
  delivered (including by facsimile transmission) in one or more counterparts, and
  by the different  parties  hereto in separate  counterparts,  each of which when
  executed and delivered  shall be deemed to be an original but all of which taken
  together shall constitute one and the same agreement.
  
                    SECTION 10.10. Entire Agreement. This Agreement (including the
  Exhibits,  the Parent Disclosure  Schedule and the Company Disclosure  Schedule)
  and the  Confidentiality  Agreement  constitute the entire  agreement  among the
  parties  with  respect to the  subject  matter  hereof and  supersede  all prior
  agreements  and  understandings  among the  parties  with  respect  thereto.  No
  addition to or  modification of any provision of this Agreement shall be binding
  upon any party hereto unless made in writing and signed by all parties hereto.
  
  
  
  <PAGE>
  
  
                    IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
  Agreement to be executed as of the date first written above by their  respective
  officers thereunto duly authorized.
  
                                  MULTEX.COM, INC.
  
                                                           By:
                                   Name:
                                  Title:
  
  
                                                      MARKET GUIDE INC.
  
                                                            By:
                                   Name:
                                  Title:
  
  
                                                       MERENGUE ACQUISITION CORP.
  
  
                                                           By:
                                  Name:
                                 Title:
  
  
  
  <PAGE>
  
  
                            PARENT STOCKHOLDER AGREEMENT
  This PARENT STOCKHOLDER AGREEMENT (this "Agreement") is made and entered into as
  of June __, 1999 between Market Guide Inc., a New York corporation  ("Company"),
  and the undersigned stockholder ("Stockholder") of Multex.com,  Inc., a Delaware
  corporation ("Parent").  Capitalized terms used and not otherwise defined herein
  shall have the  respective  meanings set forth in the  Reorganization  Agreement
  described below.
  
                                      RECITALS
  
  WHEREAS, pursuant to an Agreement and Plan of Merger and Reorganization dated as
  of June __, 1999 by and among Parent,  Merengue  Acquisition  Corp.,  a New York
  corporation  and a wholly owned  subsidiary of Parent ("Merger Sub") and Company
  (such  agreement  as it  may  be  amended  is  hereinafter  referred  to as  the
  "Reorganization  Agreement"),  Parent  has  agreed to  acquire  the  outstanding
  securities of Company pursuant to a statutory merger of Merger Sub with and into
  Company  (the  "Merger")  in which each  outstanding  share of capital  stock of
  Company (the "Company  Capital  Stock") will be converted  into shares of common
  stock of Parent (the "Parent  Common  Stock") at the exchange  rate set forth in
  the Reorganization Agreement (the "Transaction");
  
  WHEREAS,  in order to induce Company to enter into the Reorganization  Agreement
  and consummate  the  Transaction,  Parent has agreed to use its reasonable  best
  efforts to cause each  stockholder  of Parent who is an  affiliate  of Parent to
  execute and deliver to Company a Parent Stockholder Agreement upon the terms set
  forth herein; and
  
  WHEREAS,  Stockholder is the  registered and beneficial  owner of such number of
  shares  of the  outstanding  capital  stock of  Parent  as is  indicated  on the
  signature page of this Agreement (the "Shares").
  
  NOW, THEREFORE, the parties agree as follows:
  
  
  1.                    Agreement to Retain Shares.
  1.1      Transfer and Encumbrance.
  
  (a)  Stockholder  represents and warrants to Company that (w) Stockholder is the
  beneficial owner of the Shares; (x) the Shares constitute  Stockholder's  entire
  interest in the outstanding  capital stock and voting securities of Parent;  (y)
  the Shares are, and will be at all times up until the Expiration  Date, free and
  clear of any liens,  claims,  options,  charges or other  encumbrances;  and (z)
  Stockholder's  principal  residence or place of business is accurately set forth
  on the signature page hereto.
  
  (b) Stockholder  agrees not to transfer (except as may be specifically  required
  by court order or by operation of law, in which case any such  transferee  shall
  agree to be bound hereby),  sell,  exchange,  pledge or otherwise  dispose of or
  encumber any Shares or any New Shares (as defined  below),  or to make any offer
  or agreement relating thereto, at any time prior to the Expiration Date. As used
  herein,  the term  "Expiration  Date" shall mean the earlier to occur of (i) the
  Effective Time or (ii) termination of the Reorganization Agreement in accordance
  with the terms thereof.
  
  1.2 New Shares.  Stockholder  agrees that any shares of capital  stock or voting
  securities  of  Parent  that  Stockholder  purchases  or with  respect  to which
  Stockholder  otherwise  acquires  beneficial  ownership  after  the date of this
  Agreement and prior to the  Expiration  Date ("New  Shares") shall be subject to
  the  terms  and  conditions  of this  Agreement  to the same  extent  as if they
  constituted Shares.
  
  
  2. Agreement to Vote Shares.  Prior to the Expiration  Date, at every meeting of
  the  stockholders of Parent at which any of the following is considered or voted
  upon,  and at every  adjournment  thereof,  and on every  action or  approval by
  written  resolution  of the  stockholders  of Parent with  respect to any of the
  following,  Stockholder shall vote the Shares and any New Shares, subject to the
  absence of a  preliminary  or permanent  injunction  or other final order by any
  United States federal,  state or foreign court barring such action,  in favor of
  approval and adoption of the Reorganization Agreement and of the Transaction and
  against any transaction  that may prevent or materially  impede the Transaction.
  Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict
  Stockholder  from acting in his capacity as a director or officer of Parent,  to
  the extent  applicable,  it being  understood that this Agreement shall apply to
  Stockholder solely in its capacity as a stockholder of Parent.
  
  3. Irrevocable  Proxy.  Stockholder hereby agrees to timely deliver to Company a
  duly executed proxy in the form attached  hereto as Annex A (the "Proxy"),  such
  Proxy to cover the Shares and all New Shares in respect of which  Stockholder is
  entitled  to vote at each  meeting  of the  stockholders  of Parent  (including,
  without  limitation,  each  written  consent in lieu of a meeting)  prior to the
  Expiration  Date.  In the event that  Stockholder  is unable to provide any such
  Proxy in a timely manner,  Stockholder hereby grants Company a power of attorney
  up to and through the Expiration  Date to execute and deliver such Proxy for and
  on behalf of  Stockholder,  such power of attorney,  which being coupled with an
  interest,  shall survive any death,  disability,  bankruptcy,  or any other such
  impediment of Stockholder.  Upon the execution of this Agreement by Stockholder,
  Stockholder hereby revokes any and all prior proxies or powers of attorney given
  by Stockholder with respect to the Shares and agrees not to grant any subsequent
  proxies  or powers of  attorney  with  respect  to the  Shares  until  after the
  Expiration Date.
  
  4. Representations,  Warranties and Covenants of Stockholder. Stockholder hereby
  represents,  warrants and covenants to Company as follows:  (a)  Stockholder has
  full power and legal capacity to execute and deliver this Agreement,  to perform
  its  obligations  hereunder  and to  consummate  the  transactions  contemplated
  hereby.  This  Agreement  has been duly and validly  executed  and  delivered by
  Stockholder  and  constitutes  the valid and binding  obligation of Stockholder,
  enforceable  against  Stockholder in accordance with its terms. Except as may be
  limited  by  (i)  the  effect  of   bankruptcy,   insolvency,   conservatorship,
  arrangement,  moratorium  or other laws  affecting  or relating to the rights of
  creditors  generally,  or (ii) the rules governing the  availability of specific
  performance,   injunctive  relief  or  other  equitable   remedies  and  general
  principles of equity, regardless of whether considered in a proceeding in equity
  or at law, the execution and delivery of this Agreement by Stockholder does not,
  and the performance of Stockholder's  obligations  hereunder will not, result in
  any breach of or  constitute a default (or an event that with notice or lapse of
  time or both  would  become a  default)  under,  or give to others  any right to
  terminate,  amend, accelerate or cancel any right or obligation under, or result
  in the creation of any lien or encumbrance on any Shares or New Shares  pursuant
  to, any note, bond, mortgage,  indenture,  contract,  agreement, lease, license,
  permit,  franchise or other  instrument or obligation to which  Stockholder is a
  party or by which  Stockholder  or the Shares or New Shares are or will be bound
  or affected.
  
  (b) Until the Expiration Date,  Stockholder will not (and will use Stockholder's
  reasonable best efforts to cause Parent, its affiliates, officers, directors and
  employees  and any  investment  banker,  attorney,  accountant  or  other  agent
  retained  by  Stockholder,  Parent or any of the same,  not to) (i)  initiate or
  solicit, directly or indirectly, any Parent Competing Transaction (as defined in
  the  Reorganization  Agreement);  (ii)  initiate,  directly or  indirectly,  any
  contact  with any person in an effort to or with a view towards  soliciting  any
  Parent Competing  Transaction;  (iii) furnish  information  concerning  Parent's
  business, properties or assets to any corporation,  partnership, person or other
  entity or group (other than Company,  or any associate,  agent or representative
  of Company) under any circumstances  that could reasonably be expected to relate
  to an actual or potential  Parent  Competing  Transaction;  or (iv) negotiate or
  enter into discussions or an agreement,  directly or indirectly, with any entity
  or group with respect of any  potential  Parent  Competing  Transaction.  In the
  event  Stockholder  shall  receive  or  become  aware  of any  Parent  Competing
  Transaction  subsequent to the date hereof,  Stockholder  shall promptly  inform
  Company as to any such  matter and the  details  thereof to the extent  possible
  without  breaching any other  agreement to which such  Stockholder is a party or
  violating its fiduciary duties.
  
  (c) Stockholder understands and agrees that if Stockholder attempts to transfer,
  vote or provide any other  person with the  authority  to vote any of the Shares
  other than in compliance with this Agreement,  Parent shall not, and Stockholder
  hereby  unconditionally and irrevocably instructs Parent to not, permit any such
  transfer on its books and records,  issue a new certificate  representing any of
  the Shares or record such vote unless and until  Stockholder shall have complied
  with the terms of this Agreement.
  
  
  5. Additional Documents.  Stockholder hereby covenants and agrees to execute and
  deliver any  additional  documents  necessary or  desirable,  in the  reasonable
  opinion of Company, to carry out the purpose and intent of this Agreement.
  
  6. Consent and Waiver. Stockholder hereby gives any consents or waivers that are
  reasonably  required for the consummation of the Transaction  under the terms of
  any  agreement  to  which  Stockholder  is a party  or  pursuant  to any  rights
  Stockholder may have.
  
  7.  Termination.  This Agreement and the Proxy delivered in connection  herewith
  shall  terminate and shall have no further force or effect as of the  Expiration
  Date or the termination of the  Reorganization  Agreement in accordance with its
  terms.
  
  8.  Confidentiality.  Stockholder  agrees (i) to hold any information  regarding
  this Agreement and the Transaction in strict confidence, and (ii) not to divulge
  any such  information to any third person,  except to the extent any of the same
  is hereafter  publicly  disclosed by Parent and to the  Stockholder's  agents or
  advisors in connection with the execution and performance of this Agreement.
  
  9.                    Miscellaneous.
  9.1  Severability.  If any term,  provision,  covenant  or  restriction  of this
  Agreement is held by a court of competent  jurisdiction  to be invalid,  void or
  unenforceable,  then the  remainder  of the  terms,  provisions,  covenants  and
  restrictions  of this Agreement  shall remain in full force and effect and shall
  in no way be affected, impaired or invalidated.
  
  9.2 Binding  Effect and  Assignment.  This  Agreement and all of the  provisions
  hereof shall be binding upon and inure to the benefit of the parties  hereto and
  their  respective  successors and permitted  assigns,  but,  except as otherwise
  specifically  provided  herein,  neither this  Agreement  nor any of the rights,
  interests or  obligations of the parties hereto may be assigned by either of the
  parties  without  the prior  written  consent of the other.  This  Agreement  is
  intended  to bind  Stockholder  solely as a  securityholder  of Parent only with
  respect to the specific matters set forth herein.
  
  9.3 Amendment and  Modification.  This  Agreement may not be modified,  amended,
  altered  or  supplemented  except by the  execution  and  delivery  of a written
  agreement executed by the parties hereto.
  
  9.4 Specific Performance; Injunctive Relief. The parties hereto acknowledge that
  Company will be irreparably  harmed and that there will be no adequate remedy at
  law for a violation of any of the  covenants or agreements  of  Stockholder  set
  forth herein.  Therefore,  it is agreed that, in addition to any other  remedies
  that may be available to Company upon any such violation, Company shall have the
  right  to  enforce  such  covenants  and  agreements  by  specific  performance,
  injunctive relief or by any other means available to Company at law or in equity
  and  Stockholder  hereby  waives any and all  defenses  which could exist in its
  favor in connection  with such  enforcement  and waives any  requirement for the
  security or posting of any bond in connection with such enforcement.
  
  9.5 Notices.  All notices,  requests,  demands or other  communications that are
  required  or may be given  pursuant to the terms of this  Agreement  shall be in
  writing  and shall be deemed to have  been duly  given if  delivered  by hand or
  mailed by registered or certified mail,  postage  prepaid,  or sent by facsimile
  transmission, as follows:
  
  (a)  If to Stockholder, at the address set forth below Stockholder's
       signature at the end hereof.
  
  (b)  if to Company, to:
  
                    Market Guide Inc.
                    2001 Marcus Avenue
                    Suite S200
                    Lake Success, New York  10042-1011
                    Attention:     Chief Executive Officer
                    Facsimile No:  (516) 327-2431
  
  
  with a copy to:
  
  Willkie Farr & Gallagher
  The Equitable Center
  787 Seventh Avenue
  New York, NY 10019-6099
  Attention:                       Jack H. Nusbaum, Esq.  and
                                   Steven A. Seidman, Esq.
  Facsimile No.: (212) 728-8111
  
  or to such other  address as any party hereto may designate for itself by notice
  given as herein provided.
  
  9.6 Governing Law. This Agreement  shall be governed by,  construed and enforced
  in  accordance  with the internal  laws of the State of New York without  giving
  effect to the principles of conflicts of law thereof.
  
  9.7  Entire  Agreement.   This  Agreement  and  the  Proxy  contain  the  entire
  understanding  of the  parties in  respect of the  subject  matter  hereof,  and
  supersede all prior  negotiations  and  understandings  between the parties with
  respect to such subject matter.
  
  9.8 Counterpart. This Agreement may be executed in several counterparts, each of
  which shall be an original,  but all of which together shall  constitute one and
  the same agreement.
  
  9.9 Effect of Headings. The section headings herein are for convenience only and
  shall not affect the construction or interpretation of this Agreement.
  
                              (Signature Page Follows)
  
  <PAGE>
  
  
  
  
  IN WITNESS WHEREOF, the parties have caused this Parent Stockholder Agreement to
  be executed as of the date first above written.
  
  MARKET GUIDE INC.                           STOCKHOLDER
  
  By:
  Name:                                       (Signature)
  Title:
  
                                              (Signature of Spouse)
  
  
                                              (Print Name of Stockholder)
  
  
                                              (Print Street Address)
  
  
                                              (Print City, State and Zip)
  
  
                                              (Print Telephone Number)
  
  
                                              (Social Security or Tax I.D. Number)
  
  Total Number of Shares of Parent Common Stock owned on the date hereof:
  
  Common Stock:
  
  State of Residence:
  
  
  
  <PAGE>
  
  
  
                                       ANNEX A
                                  IRREVOCABLE PROXY
                                  TO VOTE STOCK OF
                                  MULTEX.COM, INC.
  
  The  undersigned  stockholder  of  Multex.com,   Inc.,  a  Delaware  corporation
  ("Parent"), hereby irrevocably appoints the members of the Board of Directors of
  Market Guide Inc., a New York  corporation  ("Company") and each of them, or any
  other designee of Company,  up to and through the  Expiration  Date, as the sole
  and  exclusive  attorneys  and  proxies of the  undersigned,  with full power of
  substitution  and  resubstitution,  to vote and  exercise all voting and related
  rights (to the full  extent  that the  undersigned  is  entitled  to do so) with
  respect  to all of the  shares  of  capital  stock  of  Parent  that  now are or
  hereafter may be beneficially  owned by the  undersigned,  and any and all other
  shares or securities of Parent issued or issuable in respect thereof on or after
  the date hereof  (collectively,  the "Shares") in  accordance  with the terms of
  this  Irrevocable  Proxy.  The  Shares  beneficially  owned  by the  undersigned
  stockholder of Parent as of the date of this Irrevocable Proxy are listed on the
  final page of this Irrevocable  Proxy. Upon the undersigned's  execution of this
  Irrevocable  Proxy,  any and all prior  proxies  given by the  undersigned  with
  respect to any Shares are hereby revoked and the undersigned agrees not to grant
  any  subsequent  proxies with  respect to the Shares until after the  Expiration
  Date (as defined below).
  
  This Irrevocable Proxy is irrevocable,  is coupled with an interest,  including,
  but not limited to, that certain  Parent  Affiliate  Agreement  dated as of even
  date  herewith  by and  between  Parent and the  undersigned,  and is granted in
  consideration of Company entering into that certain Agreement and Plan of Merger
  and  Reorganization  (the  "Reorganization  Agreement")  by and among Parent and
  Merengue Acquisition Corp., a New York corporation and a wholly owned subsidiary
  of Parent ("Merger Sub"), and Company which  Reorganization  Agreement  provides
  for the  merger of Merger  Sub with and into  Company  (the  "Merger").  As used
  herein,  the term "Expiration  Date" shall mean the earlier to occur of (i) such
  date and time as the Merger shall become  effective in accordance with the terms
  and provisions of the Reorganization Agreement, and (ii) the date of termination
  of the Reorganization Agreement.
  
  The attorneys and proxies  named above,  and each of them are hereby  authorized
  and empowered by the  undersigned,  at any time prior to the Expiration Date, to
  act as the  undersigned's  attorney and proxy to vote the Shares as indicated in
  Section 2 of the  Parent  Stockholders  Agreement,  and to  exercise  all voting
  rights  of the  undersigned  with  respect  to the  Shares  (including,  without
  limitation, the power to execute and deliver written consents), at every annual,
  special or adjourned  meeting of the stockholders of Parent and in every written
  consent  in lieu of such  meeting  in  favor of  approval  and  adoption  of the
  Reorganization Agreement and of the transactions contemplated thereby.
  
  The attorneys and proxies named above may not exercise this Irrevocable Proxy on
  any other matter except as provided above. The undersigned  stockholder may vote
  the Shares on all other matters.
  
  All  authority  herein  conferred  shall  survive the death or incapacity of the
  undersigned  and any obligation of the  undersigned  hereunder  shall be binding
  upon  the  heirs,  personal  representatives,  successors  and  assigns  of  the
  undersigned.
  
                             (SIGNATURE PAGE TO FOLLOW)
  
  
  
  <PAGE>
  
  
  June 8K Multex
  
  
  
  This  Irrevocable  Proxy  is  coupled  with  an  interest  as  aforesaid  and is
  irrevocable.
  
  Dated:  June __, 1999
                                       -------------------------------------
                                       (Signature of Stockholder)
  
  
                                       -------------------------------------
                                       (Print Name of Stockholder)
  
  
                                       Shares beneficially owned:
  
  
                            _______________________ shares of Parent Common Stock
  
  
  
  <PAGE>
  
  
  
                             PARENT AFFILIATE AGREEMENT
                                    June __, 1999
  Multex.com, Inc.
  33 Maiden Lane, 5th Floor
  New York, New York  10038
  Ladies and Gentlemen:
  Pursuant  to the terms of an  Agreement  and Plan of Merger and  Reorganization,
  dated  as of June  __,  1999  (the  "Reorganization  Agreement"),  by and  among
  Multex.com, Inc., a Delaware corporation ("Parent"), Merengue Acquisition Corp.,
  a New York  corporation and a wholly owned  subsidiary of Parent ("Merger Sub"),
  and Market Guide Inc., a New York corporation ("Company"),  Parent has agreed to
  acquire  Company  through  the merger of Merger Sub with and into  Company  (the
  "Transaction").
  
  The  undersigned has been advised that as of the date hereof the undersigned may
  be deemed to be (but does not hereby admit to be) an "affiliate"  of Parent,  as
  the term  "affiliate"  is (i) defined for purposes of paragraphs  (c) and (d) of
  Rule 145 of the rules and  regulations  (the  "Rules  and  Regulations")  of the
  Securities and Exchange  Commission (the "SEC") promulgated under the Securities
  Act of 1933,  as amended  (the  "Securities  Act"),  and/or (ii) used in and for
  purposes of Accounting  Series  Releases  130, 135 and 146 and Staff  Accounting
  Bulletin Two, as amended, of the SEC.
  
  The undersigned  understands that the representations,  warranties and covenants
  set forth herein will be relied upon by Parent,  other  stockholders  of Parent,
  Merger Sub, Company and their respective counsel and accounting firms. Except to
  the extent written  notification  to the contrary is received by Parent from the
  undersigned  prior to the consummation of the Transaction,  the  representations
  and  warranties  contained  herein  shall be accurate at all times from the date
  hereof through the Effective Time (as defined in the Reorganization Agreement).
  
  The undersigned hereby represents and warrants to and agrees with Parent that:
  
                    The undersigned has power and authority to execute and deliver
  this letter agreement and to make the  representations  and warranties set forth
  herein and to perform [its] [his] [her] obligations hereunder;
  
                    The undersigned  has carefully read this letter  agreement and
  the Reorganization  Agreement and, to the extent the undersigned felt necessary,
  discussed the  requirements of such documents and other  applicable  limitations
  upon [its] [his] [her] ability to sell, transfer, pledge or otherwise dispose of
  Parent Common Stock with [its] [his] [her] counsel or counsel for the Parent;
  
                    The undersigned is the owner of the number of shares of Parent
  Common  Stock (the  "Shares")  set forth  below,  and did not acquire any of the
  Shares in contemplation of the Transaction.
  
                    The undersigned  will not make any sale,  transfer,  pledge or
  other  disposition of Parent Common Stock (i) in violation of the Securities Act
  or the Rules and  Regulations  or (ii)  until the  Pooling  Period  (as  defined
  herein)  has  concluded,  to a  transferee  that has not agreed in writing to be
  bound hereby.
  
                    Any other  provisions of this letter agreement to the contrary
  notwithstanding, except as set forth below, during the 30-day period immediately
  preceding  the  Effective  Time,  the  undersigned  has not engaged and will not
  engage,  and after the  Effective  Time until such time as results  covering  at
  least 30 days of  combined  operations  of the  Company  and  Parent  have  been
  published by Parent,  in the form of a quarterly  earnings report,  an effective
  registration statement filed with the Commission,  a report to the Commission on
  Form 10-K,  10-Q,  or 8-K,  or any other  public  filing or  announcement  which
  includes such  combined  results of  operations  (the period  commencing 30 days
  prior to the  Effective  Time and ending on the date of the  publication  of the
  post-Transaction  financial  results  is  referred  to  herein  as the  "Pooling
  Period"),  the  undersigned  will not engage,  in any sale,  transfer,  or other
  disposition  of, or reduce the  undersigned's  risk in respect of, any shares of
  Parent Common Stock which the undersigned  currently owns or otherwise  acquires
  after the  execution of this  Agreement  and during the Pooling  Period,  or any
  securities which may be paid as a dividend or otherwise  distributed  thereon or
  with  respect  thereto  or issued  or  delivered  in  exchange  or  substitution
  therefore  (all such  shares  and other  securities  being  referred  to herein,
  collectively,  as  "Restricted  Securities"),  or any  option,  right  or  other
  interest with respect to any Restricted Securities.
  
                    As promptly as practicable  after the Effective  Time,  Parent
  will publish  results  covering at least 30 days of combined  operations  of the
  Company  and Parent in the form of a quarterly  earnings  report,  an  effective
  registration statement filed with the Commission,  a report to the Commission on
  Form 10-K, 10-Q, 8-K, or any other public filing or announcement  which includes
  such combined  results of operations,  which results will be published within 60
  days of the Effective Time.
  
                    This  Parent  Affiliate  Agreement  shall be  governed  by and
  construed and enforced in accordance  with the internal laws of the State of New
  York without  giving  effect to the  principles of conflicts of laws thereof and
  may be executed in counterparts. This Parent Affiliate Agreement shall terminate
  immediately upon the termination of the  Reorganization  Agreement in accordance
  with its terms.
  
                              (Signature Page Follows)
  
  
  <PAGE>
  
  
  
  
  
  
  
  
  NYOLIB1\BBM\146225.05(34TT05!.DOC)                        7
  
  
                    IN WITNESS  WHEREOF,  the  parties  have  caused  this  Parent
  Affiliate Agreement to be executed as of the date first above written.
                                                       Very truly yours,
  
  
                                                       (print name)
                                                       Number       of      Shares
                                                       beneficially  owned  as  of
                                                       the date hereof:
  
  Accepted as of __________ _____, 1999 MULTEX.COM, INC.
  By:
  Name:
  Title:
  
  
  
  <PAGE>
  
  
  
                             COMPANY AFFILIATE AGREEMENT
  
                                    June __, 1999
  
  
  Multex.com, Inc.
  33 Maiden Lane, 5th Floor
  New York, New York  10038
  
  Ladies and Gentlemen:
  
                    Pursuant to the terms of an  Agreement  and Plan of Merger and
  Reorganization,  dated as of June __, 1999 (the "Reorganization  Agreement"), by
  and  among  Multex.com,  Inc.,  a  Delaware  corporation  ("Parent"),   Merengue
  Acquisition  Corp.,  a New York  corporation  and a wholly owned  subsidiary  of
  Parent  ("Merger  Sub"),   and  Market  Guide  Inc.,  a  New  York   corporation
  ("Company"),  Parent has agreed to acquire  Company through the merger of Merger
  Sub with and into Company (the "Transaction").
  
                    The  undersigned  has been  advised that as of the date hereof
  the  undersigned  may be  deemed  to be (but  does  not  hereby  admit to be) an
  "affiliate" of Company,  as the term  "affiliate" is (i) defined for purposes of
  paragraphs (c) and (d) of Rule 145 of the rules and regulations  (the "Rules and
  Regulations") of the Securities and Exchange  Commission (the "SEC") promulgated
  under the Securities Act of 1933, as amended (the "Securities Act"), and/or (ii)
  used in and for  purposes of  Accounting  Series  Releases  130, 135 and 146 and
  Staff Accounting Bulletin Two, as amended, of the SEC.
  
                    The   undersigned   understands   that  the   representations,
  warranties  and covenants set forth herein will be relied upon by Parent,  other
  stockholders of Parent,  Merger Sub,  Company and their  respective  counsel and
  accounting firms.  Except to the extent written  notification to the contrary is
  received  by  Parent  from  the  undersigned  prior to the  consummation  of the
  Transaction,  the  representations  and  warranties  contained  herein  shall be
  accurate  at all times  from the date  hereof  through  the  Effective  Time (as
  defined in the Reorganization Agreement).
  
                    The undersigned  hereby  represents and warrants to and agrees
  with  Parent  that in the event the  undersigned  receives  any shares of Parent
  Common Stock as a result of the Transaction:
  
                    The undersigned has power and authority to execute and deliver
  this letter agreement and to make the  representations  and warranties set forth
  herein and to perform [its] [his] [her] obligations hereunder;
  
                    The undersigned  has carefully read this letter  agreement and
  the Reorganization  Agreement and, to the extent the undersigned felt necessary,
  discussed the  requirements of such documents and other  applicable  limitations
  upon [its] [his] [her] ability to sell, transfer, pledge or otherwise dispose of
  Parent Common Stock with [its] [his] [her] counsel or counsel for the Company;
  
            The undersigned is the owner of the number of shares of Company Common
  Stock (the  "Shares") set forth below,  and did not acquire any of the Shares in
  contemplation of the Transaction.
  
            The  undersigned  will not make any  sale,  transfer,  pledge or other
  disposition of Parent Common Stock (i) in violation of the Securities Act or the
  Rules and  Regulations or (ii) until the Pooling Period (as defined  herein) has
  concluded, to a transferee that has not agreed in writing to be bound hereby;
  
            The  undersigned  has been advised that the issuance of Parent  Common
  Stock to the  undersigned in connection with the Transaction has been or will be
  registered  with the  Commission  under  the  Securities  Act on a  Registration
  Statement on Form S-4.  However,  the  undersigned  has also been advised  that,
  since at the time the  Transaction  was or will be  submitted  for a vote of the
  stockholders  of the Company the undersigned may be deemed to be or have been an
  affiliate of the Company and the  distribution  by the undersigned of any Parent
  Common Stock has not been  registered  under the Securities Act, the undersigned
  may not sell,  transfer,  or otherwise  dispose of Parent Common Stock issued to
  [it] [him] [her] in the  Transaction  unless (i) such sale,  transfer,  or other
  disposition  has been  registered  under the  Securities  Act,  (ii) such  sale,
  transfer,  or other  disposition is made in conformity with the volume and other
  limitations of Rule 145 or (iii) in the opinion of counsel reasonably acceptable
  to Parent (it being understood that the law firm of Brobeck,  Phleger & Harrison
  LLP is deemed to be reasonably  satisfactory to Parent), such sale, transfer, or
  other  disposition is otherwise  exempt from  registration  under the Securities
  Act;
  
            The  undersigned   understands   that,   except  as  provided  in  the
  Reorganization  Agreement or herein,  Parent is under no  obligation to register
  the  sale,  transfer,  or  other  disposition  of  Parent  Common  Stock  by the
  undersigned  or on [its] [his] [her] behalf under the  Securities Act or to take
  any other action  necessary in order to make  compliance  with an exemption from
  such registration available;
  
            The undersigned  also  understands  that, until the Pooling Period has
  concluded,  Parent may impose stop transfer  instructions or elect to not permit
  the  transfer  of  shares  of  Parent  Common  Stock  or the  issuance  of a new
  certificate  representing  such shares  unless and until such a transfer  can be
  made  without  adversely  affecting  the  ability  of  Parent  or the  surviving
  corporation  to account  for the  business  combination  to be  effected  by the
  Transaction  as a pooling  of  interests,  and that  there will be placed on the
  certificates  for  Parent  Common  Stock  issued  to [it]  [him]  [her],  or any
  substitutions therefor, a legend stating in substance:
  
                    THE SECURITIES  EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A
                    TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES
                    ACT OF 1933, AS AMENDED,  APPLIES. THE SECURITIES EVIDENCED BY
                    THIS  CERTIFICATE  MAY ONLY BE TRANSFERRED IN ACCORDANCE  WITH
                    THE TERMS OF AN  AGREEMENT  DATED JUNE __,  1999  BETWEEN  THE
                    REGISTERED HOLDER HEREOF AND MULTEX.COM, INC., A COPY OF WHICH
                    AGREEMENT IS ON FILE AT THE PRINCIPAL  OFFICES OF  MULTEX.COM,
                    INC.;
  
            The undersigned also understands that, unless the sale,  transfer,  or
  other  disposition  by [it] [him] [her] of Parent  Common  Stock  issued to [it]
  [him] [her] has been  registered  under the  Securities Act or is a sale made in
  conformity with the provisions of Rule 145, Parent reserves the right to put the
  following  legend  on  the   certificates   issued  to  any  transferee  of  the
  undersigned:
  
                    THE  SECURITIES  EVIDENCED BY THIS  CERTIFICATE  WERE ACQUIRED
                    FROM A PERSON WHO  RECEIVED  SUCH SHARES IN A  TRANSACTION  TO
                    WHICH RULE 145  PROMULGATED  UNDER THE SECURITIES ACT OF 1933,
                    AS AMENDED,  APPLIES, AND WERE NOT ACQUIRED BY THE HOLDER WITH
                    A VIEW TO  TRANSFER,  OR FOR RESALE IN  CONNECTION  WITH,  ANY
                    DISTRIBUTION  THEREOF WITHIN THE MEANING OF THE SECURITIES ACT
                    OF  1933,  AS  AMENDED.   THE  SECURITIES  EVIDENCED  BY  THIS
                    CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
                    OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT
                    BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE,  TRANSFER,
                    OR OTHER  DISPOSAL  IS MADE IN  CONNECTION  WITH AN  EFFECTIVE
                    REGISTRATION  STATEMENT  UNDER THE  SECURITIES ACT OF 1933, AS
                    AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT
                    FROM THE REGISTRATION  REQUIREMENTS OF SUCH ACT, THE RULES AND
                    REGULATIONS  IN EFFECT  THEREUNDER  AND ANY  APPLICABLE  STATE
                    SECURITIES LAWS;
  
            Except  for the  Reorganization  Agreement,  there  are no  contracts,
  commitments  or  agreements  relating to voting,  purchase or sale of  Company's
  capital  stock (i) between  Company  and the  undersigned  and (ii)  between the
  undersigned and any other of Company's stockholders.
  
            With a view to making  available  to the  undersigned  the benefits of
  certain rules and regulations of the SEC which may permit the sale of restricted
  securities to the public without registration,  Parent or the surviving company,
  as the case may be, agrees to: (i) make and keep public information available as
  those  terms are  understood  and defined in Rule 144 under the  Securities  Act
  ("Rule 144");  (ii) use its best efforts to file with the SEC in a timely manner
  all reports and other documents required of Parent or the surviving company,  as
  the case may be, under the  Securities  Act and the  Securities  Exchange Act of
  1934, as amended (the "Exchange Act"); and (iii) so long as the undersigned owns
  any Parent  Common Stock,  furnish to the  undersigned  upon request,  a written
  statement  by Parent  or the  surviving  company,  as the case may be, as to its
  compliance with the reporting requirements of Rule 144 and of the Securities Act
  and the Exchange  Act, a copy of the most recent  annual or quarterly  report of
  such entity,  and such other reports and  documents so filed as the  undersigned
  may reasonably  request in availing  itself of any rule or regulation of the SEC
  allowing the undersigned to sell any such securities without registration.
  
            Any  other  provisions  of  this  letter  agreement  to  the  contrary
  notwithstanding, except as set forth below, during the 30-day period immediately
  preceding  the  Effective  Time,  the  undersigned  has not engaged and will not
  engage,  and after the  Effective  Time until such time as results  covering  at
  least 30 days of  combined  operations  of the  Company  and  Parent  have  been
  published by Parent,  in the form of a quarterly  earnings report,  an effective
  registration statement filed with the Commission,  a report to the Commission on
  Form 10-K,  10-Q,  or 8-K,  or any other  public  filing or  announcement  which
  includes such  combined  results of  operations  (the period  commencing 30 days
  prior to the  Effective  Time and ending on the date of the  publication  of the
  post-Transaction  financial  results  is  referred  to  herein  as the  "Pooling
  Period"),  the  undersigned  will not engage,  in any sale,  transfer,  or other
  disposition  of, or reduce  the  undersigned's  risk in  respect  of, any of the
  following:
  
                          a.  any  shares  of  Parent   Common   Stock  which  the
           undersigned  may acquire in  connection  with the  Transaction,  or any
           securities  which may be paid as a dividend  or  otherwise  distributed
           thereon or with  respect  thereto or issued or delivered in exchange or
           substitution  therefore  (all such  shares and other  securities  being
           referred to herein, collectively,  as "Restricted Securities"),  or any
           option,  right  or  other  interest  with  respect  to  any  Restricted
           Securities;
  
                          b.  the shares of Company Common Stock and options or
           warrants to purchase Company Common Stock beneficially owned by the
           undersigned; or
  
                          c. any  shares  of  Company  Common  Stock or any  other
           equity  securities  of the Company which the  undersigned  purchases or
           otherwise acquires after the execution of this letter agreement.
  
            As promptly  as  practicable  after the  Effective  Time,  Parent will
  publish results covering at least 30 days of combined  operations of the Company
  and Parent in the form of a quarterly earnings report, an effective registration
  statement  filed with the  Commission,  a report to the Commission on Form 10-K,
  10-Q,  8-K, or any other  public  filing or  announcement  which  includes  such
  combined  results of operations,  which results will be published within 60 days
  of the Effective Time.
  
            This Company  Affiliate  Agreement  shall be governed by and construed
  and  enforced  in  accordance  with the  internal  laws of the State of New York
  without  giving effect to the principles of conflicts of laws thereof and may be
  executed in  counterparts.  This Company  Affiliate  Agreement  shall  terminate
  immediately upon the termination of the  Reorganization  Agreement in accordance
  with its terms.
  
  
  
                              (Signature Page Follows)
  
  
  
  
  
  <PAGE>
  
  
  
  
  
  
  
  
  
  
  
  
                   SIGNATURE PAGE FOR COMPANY AFFILIATE AGREEMENT
  
  
  
  
  
  
  
  
  
  
  
  
                   SIGNATURE PAGE FOR COMPANY AFFILIATE AGREEMENT
  
                    IN WITNESS  WHEREOF,  the parties  have  caused  this  Company
  Affiliate Agreement to be executed as of the date first above written.
  
  
  <PAGE>
  
  
  
  
  
  
  
  
  
  
  
                                                       Very truly yours,
  
  
  
  
                                                      (print name)
  
                                                       Number       of      Shares
                                                       beneficially  owned  as  of
                                                       the date hereof:
  
  
  
  
  
  Accepted as of __________ _____, 1999
  
  MULTEX.COM, INC.
  
  
  By:
  Name:
  Title:
  
  
  
  
  
  
  <PAGE>
  
  
                                STOCKHOLDER AGREEMENT
  
  
  
  <PAGE>
  
  
  
  
  
  
  
  NYOLIB1\BBM\146038.06(34_M06!.DOC)
                                                            6
                    This  STOCKHOLDER  AGREEMENT  (this  "Agreement")  is made and
  entered  into  as  of  June  __,  1999  between  Multex.com,  Inc.,  a  Delaware
  corporation  ("Parent"),  and the  undersigned  stockholder  ("Stockholder")  of
  Market Guide Inc., a New York corporation  ("Company").  Capitalized  terms used
  and not otherwise defined herein shall have the respective meanings set forth in
  the Reorganization Agreement described below.
  
                                      RECITALS
  
                    WHEREAS,  pursuant  to an  Agreement  and Plan of  Merger  and
  Reorganization  dated  as of  June  __,  1999  by  and  among  Parent,  Merengue
  Acquisition  Corp.,  a New York  corporation  and a wholly owned  subsidiary  of
  Parent  ("Merger  Sub") and  Company  (such  agreement  as it may be  amended is
  hereinafter referred to as the "Reorganization Agreement"), Parent has agreed to
  acquire the outstanding  securities of Company pursuant to a statutory merger of
  Merger Sub with and into Company (the "Merger") in which each outstanding  share
  of capital stock of Company (the "Company Capital Stock") will be converted into
  shares of common stock of Parent (the "Parent  Shares") at the exchange rate set
  forth in the Reorganization Agreement (the "Transaction");
  
                    WHEREAS,   in  order  to  induce  Parent  to  enter  into  the
  Reorganization  Agreement and consummate the Transaction,  Company has agreed to
  use its reasonable  best efforts to cause each  stockholder of Company who is an
  affiliate  of Company to execute and deliver to Parent a  Stockholder  Agreement
  upon the terms set forth herein; and
  
                    WHEREAS, Stockholder is the registered and beneficial owner of
  such  number  of  shares  of the  outstanding  capital  stock of  Company  as is
  indicated on the signature page of this Agreement (the "Shares").
  
                    NOW, THEREFORE, the parties agree as follows:
  
                    1.       Agreement to Retain Shares.
  
                    1.1      Transfer and Encumbrance.
  
                    (a)  Stockholder  represents  and  warrants to Parent that (w)
  Stockholder is the  beneficial  owner of the Shares;  (x) the Shares  constitute
  Stockholder's  entire  interest  in the  outstanding  capital  stock and  voting
  securities of Company; (y) the Shares are, and will be at all times up until the
  Expiration Date, free and clear of any liens, claims, options,  charges or other
  encumbrances;  and (z) Stockholder's principal residence or place of business is
  accurately set forth on the signature page hereto.
  
                    (b)  Stockholder  agrees  not to  transfer  (except  as may be
  specifically  required by court order or by  operation of law, in which case any
  such  transferee  shall agree to be bound  hereby),  sell,  exchange,  pledge or
  otherwise  dispose of or  encumber  any  Shares or any New  Shares  (as  defined
  below), or to make any offer or agreement relating thereto, at any time prior to
  the Expiration Date. As used herein,  the term "Expiration  Date" shall mean the
  earlier to occur of (i) the  Effective  Time (as  defined in the  Reorganization
  Agreement) or (ii)  termination  of the  Reorganization  Agreement in accordance
  with the terms thereof.
  
                    1.2 New Shares.  Stockholder agrees that any shares of capital
  stock or voting securities of Company that Stockholder purchases or with respect
  to which Stockholder  otherwise acquires beneficial  ownership after the date of
  this Agreement and prior to the Expiration  Date ("New Shares") shall be subject
  to the terms and  conditions  of this  Agreement  to the same  extent as if they
  constituted Shares.
  
                    2. Agreement to Vote Shares.  Prior to the Expiration Date, at
  every  meeting of the  stockholders  of Company at which any of the following is
  considered or voted upon, and at every adjournment  thereof, and on every action
  or approval by written resolution of the stockholders of Company with respect to
  any of the  following,  Stockholder  shall vote the  Shares and any New  Shares,
  subject to the absence of a preliminary  or permanent  injunction or other final
  order by any United States federal,  state or foreign court barring such action,
  in favor of approval and  adoption of the  Reorganization  Agreement  and of the
  Transaction  and against any transaction  that may prevent or materially  impede
  the Transaction.  Notwithstanding the foregoing, nothing in this Agreement shall
  limit or  restrict  Stockholder  from  acting in his  capacity  as a director or
  officer of Company,  to the extent  applicable,  it being  understood  that this
  Agreement shall apply to Stockholder  solely in his capacity as a stockholder of
  Company.
  
                    3.  Irrevocable  Proxy.  Stockholder  hereby  agrees to timely
  deliver to Parent a duly executed  proxy in the form attached  hereto as Annex A
  (the  "Proxy"),  such Proxy to cover the Shares and all New Shares in respect of
  which  Stockholder  is entitled to vote at each meeting of the  stockholders  of
  Company  (including,  without  limitation,  each  written  consent  in lieu of a
  meeting) prior to the Expiration  Date. In the event that  Stockholder is unable
  to provide any such Proxy in a timely manner, Stockholder hereby grants Parent a
  power of attorney up to and through the  Expiration  Date to execute and deliver
  such Proxy for and on behalf of Stockholder, such power of attorney, which being
  coupled with an interest,  shall survive any death, disability,  bankruptcy,  or
  any other such impediment of  Stockholder.  Upon the execution of this Agreement
  by Stockholder,  Stockholder  hereby revokes any and all prior proxies or powers
  of attorney  given by  Stockholder  with respect to the Shares and agrees not to
  grant any  subsequent  proxies or powers of attorney  with respect to the Shares
  until after the Expiration Date.
  
                    4.  Representations, Warranties and Covenants of Stockholder.
  Stockholder hereby represents, warrants and covenants to Parent as follows:
  
                    (a)  Stockholder  has full power and legal capacity to execute
  and  deliver  this  Agreement,  to  perform  its  obligations  hereunder  and to
  consummate the transactions  contemplated  hereby.  This Agreement has been duly
  and validly  executed and delivered by Stockholder and constitutes the valid and
  binding obligation of Stockholder, enforceable against Stockholder in accordance
  with its  terms.  Except as may be  limited  by (i) the  effect  of  bankruptcy,
  insolvency, conservatorship,  arrangement, moratorium or other laws affecting or
  relating to the rights of creditors  generally,  or (ii) the rules governing the
  availability  of  specific  performance,  injunctive  relief or other  equitable
  remedies and general principles of equity, regardless of whether considered in a
  proceeding in equity or at law, the execution and delivery of this  Agreement by
  Stockholder does not, and the performance of Stockholder's obligations hereunder
  will not, result in any breach of or constitute a default (or an event that with
  notice or lapse of time or both would become a default) under, or give to others
  any right to  terminate,  amend,  accelerate  or cancel any right or  obligation
  under, or result in the creation of any lien or encumbrance on any Shares or New
  Shares pursuant to, any note, bond, mortgage,  indenture,  contract,  agreement,
  lease,  license,  permit,  franchise or other  instrument or obligation to which
  Stockholder  is a party or by which  Stockholder or the Shares or New Shares are
  or will be bound or affected.
  
                    (b) Until the Expiration Date,  Stockholder will not (and will
  use  Stockholder's  reasonable  best efforts to cause Company,  its  affiliates,
  officers,   directors  and  employees  and  any  investment  banker,   attorney,
  accountant or other agent retained by  Stockholder,  Company or any of the same,
  not to): (i) initiate or solicit, directly or indirectly,  any proposal, plan or
  offer to acquire  all or any  material  part of the  business or  properties  or
  capital stock of Company, whether by merger, purchase of assets, tender offer or
  otherwise,  or to liquidate Company or otherwise  distribute to the stockholders
  of Company all or any  substantial  part of the business,  properties or capital
  stock of Company (each, an "Acquisition Proposal");  (ii) initiate,  directly or
  indirectly,  any contact  with any person in an effort to or with a view towards
  soliciting  any  Acquisition  Proposal;  (iii)  furnish  information  concerning
  Company's business, properties or assets to any corporation, partnership, person
  or  other  entity  or group  (other  than  Parent,  or any  associate,  agent or
  representative  of Parent)  under any  circumstances  that could  reasonably  be
  expected  to  relate to an actual or  potential  Acquisition  Proposal;  or (iv)
  negotiate or enter into  discussions  or an agreement,  directly or  indirectly,
  with any entity or group with respect of any potential  Acquisition Proposal. In
  the event Stockholder shall receive or become aware of any Acquisition  Proposal
  subsequent to the date hereof,  Stockholder  shall promptly  inform Parent as to
  any such matter and the details thereof to the extent possible without breaching
  any other  agreement  to which  such  Stockholder  is a party or  violating  its
  fiduciary duties.
  
                    (c)  Stockholder  understands  and agrees that if  Stockholder
  attempts to  transfer,  vote or provide any other  person with the  authority to
  vote any of the Shares other than in  compliance  with this  Agreement,  Company
  shall not, and Stockholder  hereby  unconditionally  and  irrevocably  instructs
  Company to not,  permit any such transfer on its books and records,  issue a new
  certificate  representing any of the Shares or record such vote unless and until
  Stockholder shall have complied with the terms of this Agreement.
  
                    5.  Additional  Documents.  Stockholder  hereby  covenants and
  agrees to execute and deliver any additional  documents  necessary or desirable,
  in the reasonable opinion of Parent, to carry out the purpose and intent of this
  Agreement.
  
                    6. Consent and Waiver.  Stockholder  hereby gives any consents
  or waivers that are reasonably  required for the consummation of the Transaction
  under the terms of any agreement to which  Stockholder is a party or pursuant to
  any rights Stockholder may have.
  
                    7.  Termination.  This  Agreement  and the Proxy  delivered in
  connection herewith shall terminate and shall have no further force or effect as
  of the Expiration  Date or the  termination of the  Reorganization  Agreement in
  accordance with its terms.
  
                    8.  Confidentiality.   Stockholder  agrees  (i)  to  hold  any
  information  regarding this Agreement and the Transaction in strict  confidence,
  and (ii) not to divulge any such information to any third person,  except to the
  extent  any of the same is  hereafter  publicly  disclosed  by Parent and to the
  Stockholder's   agents  or  advisors  in  connection   with  the  execution  and
  performance of this Agreement.
  
                    9.       Miscellaneous.
  
                    9.1  Severability.   If  any  term,  provision,   covenant  or
  restriction of this Agreement is held by a court of competent jurisdiction to be
  invalid,  void or  unenforceable,  then the remainder of the terms,  provisions,
  covenants  and  restrictions  of this  Agreement  shall remain in full force and
  effect and shall in no way be affected, impaired or invalidated.
  
                    9.2 Binding Effect and  Assignment.  This Agreement and all of
  the  provisions  hereof  shall be binding  upon and inure to the  benefit of the
  parties  hereto and their  respective  successors  and permitted  assigns,  but,
  except as otherwise specifically provided herein, neither this Agreement nor any
  of the rights, interests or obligations of the parties hereto may be assigned by
  either of the  parties  without  the prior  written  consent of the other.  This
  Agreement is intended to bind Stockholder  solely as a securityholder of Company
  only with respect to the specific matters set forth herein.
  
                    9.3  Amendment  and  Modification.  This  Agreement may not be
  modified,  amended, altered or supplemented except by the execution and delivery
  of a written agreement executed by the parties hereto.
  
                    9.4  Specific  Performance;  Injunctive  Relief.  The  parties
  hereto acknowledge that Parent will be irreparably harmed and that there will be
  no adequate  remedy at law for a violation of any of the covenants or agreements
  of Stockholder  set forth herein.  Therefore,  it is agreed that, in addition to
  any other  remedies  that may be  available  to Parent upon any such  violation,
  Parent shall have the right to enforce such covenants and agreements by specific
  performance,  injunctive relief or by any other means available to Parent at law
  or in equity and  Stockholder  hereby  waives any and all  defenses  which could
  exist  in  its  favor  in  connection  with  such  enforcement  and  waives  any
  requirement  for the  security  or posting of any bond in  connection  with such
  enforcement.
  
                    9.5  Notices.   All  notices,   requests,   demands  or  other
  communications  that are required or may be given  pursuant to the terms of this
  Agreement  shall be in  writing  and shall be deemed to have been duly  given if
  delivered by hand or mailed by registered or certified mail, postage prepaid, or
  sent by facsimile transmission, as follows:
  
                    (a)      If to Stockholder, at the address set forth below
                    Stockholder's signature at the end hereof.
  
                    (b)      if to Parent, to:
  
                    Multex.com, Inc.
                    33 Maiden Lane, 5th Floor
                    New York, New York  10038
                    Attention:     Philip Callaghan
                    Facsimile No:  (212) 742-9561
                    Telephone No: (212) 859-9901
  
                    with a copy to:
  
                    Brobeck, Phleger & Harrison LLP
                    1633 Broadway, 47th Floor
                    New York, New York  10019
                    Attention: Alexander D. Lynch, Esq.
                    Facsimile No.: (212) 586-7878
                    Telephone No.: (212) 581-1600
  
  or to such other  address as any party hereto may designate for itself by notice
  given as herein provided.
  
                    9.6  Governing  Law.  This  Agreement  shall be  governed  by,
  construed and enforced in accordance  with the internal laws of the State of New
  York without giving effect to the principles of conflicts of law thereof.
  
                    9.7 Entire Agreement. This Agreement and the Proxy contain the
  entire understanding of the parties in respect of the subject matter hereof, and
  supersede all prior  negotiations  and  understandings  between the parties with
  respect to such subject matter.
  
                    9.8  Counterpart.  This  Agreement  may be executed in several
  counterparts,  each of which  shall be an  original,  but all of which  together
  shall constitute one and the same agreement.
  
                    9.9 Effect of Headings.  The section  headings  herein are for
  convenience only and shall not affect the construction or interpretation of this
  Agreement.
  
  
  
                              (Signature Page Follows)
  
  
  
  <PAGE>
  
  
  
  
  
  
  
                       SIGNATURE PAGE TO STOCKHOLDER AGREEMENT
  
  IN WITNESS WHEREOF, the parties have caused this Stockholder Agreement to be
  executed as of the date first above written.
  
  
  
  <PAGE>
  
  
  
  
  
  
  
  
  MULTEX.COM, INC.                            STOCKHOLDER
  
  
  
  By:
  Name:                                       (Signature)
  Title:
  
  
                                              (Signature of Spouse)
  
  
                                              (Print Name of Stockholder)
  
  
                                              (Print Street Address)
  
  
                                              (Print City, State and Zip)
  
  
                                              (Print Telephone Number)
  
  
                                              (Social Security or Tax I.D. Number)
  
  
  
  Total Number of Shares of Company Common Stock owned on the date hereof:
  
  Common Stock:
  
  State of Residence:
  
  
  
  
  
  
  
  
  
  <PAGE>
  
  
  
  
  
  
  
                       SIGNATURE PAGE TO STOCKHOLDER AGREEMENT
  
  
  
  
  <PAGE>
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                       ANNEX A
  
  
                                  IRREVOCABLE PROXY
  
  
                                  TO VOTE STOCK OF
  
  
                                  MARKET GUIDE INC.
  
  
  
                    The  undersigned  stockholder of Market Guide Inc., a New York
  corporation ("Company"), hereby irrevocably appoints the members of the Board of
  Directors of Multex.com,  Inc., a Delaware corporation  ("Parent"),  and each of
  them, or any other designee of Parent, up to and through the Expiration Date, as
  the sole and exclusive attorneys and proxies of the undersigned, with full power
  of substitution and resubstitution,  to vote and exercise all voting and related
  rights (to the full  extent  that the  undersigned  is  entitled  to do so) with
  respect  to all of the  shares  of  capital  stock  of  Company  that now are or
  hereafter may be beneficially  owned by the  undersigned,  and any and all other
  shares or  securities  of Company  issued or issuable  in respect  thereof on or
  after the date hereof (collectively,  the "Shares") in accordance with the terms
  of this  Irrevocable  Proxy.  The Shares  beneficially  owned by the undersigned
  stockholder  of Company as of the date of this  Irrevocable  Proxy are listed on
  the final page of this Irrevocable  Proxy. Upon the  undersigned's  execution of
  this Irrevocable  Proxy, any and all prior proxies given by the undersigned with
  respect to any Shares are hereby revoked and the undersigned agrees not to grant
  any  subsequent  proxies with  respect to the Shares until after the  Expiration
  Date (as defined below).
  
                    This  Irrevocable  Proxy is  irrevocable,  is coupled  with an
  interest,  including,  but  not  limited  to,  that  certain  Company  Affiliate
  Agreement  dated  as of  even  date  herewith  by  and  among  Parent,  and  the
  undersigned,  and is  granted  in  consideration  of Parent  entering  into that
  certain  Agreement and Plan of Merger and  Reorganization  (the  "Reorganization
  Agreement")  by and among  Parent and  Merengue  Acquisition  Corp.,  a New York
  corporation and a wholly owned  subsidiary of Parent ("Merger Sub"), and Company
  which  Reorganization  Agreement  provides for the merger of Merger Sub with and
  into Company (the "Merger").  As used herein,  the term "Expiration  Date" shall
  mean the earlier to occur of (i) such date and time as the Merger  shall  become
  effective in  accordance  with the terms and  provisions  of the  Reorganization
  Agreement, and (ii) the date of termination of the Reorganization Agreement.
  
                    The attorneys  and proxies  named above,  and each of them are
  hereby  authorized  and empowered by the  undersigned,  at any time prior to the
  Expiration  Date,  to act as the  undersigned's  attorney  and proxy to vote the
  Shares as indicated in Section 2 of the Stockholders Agreement,  and to exercise
  all voting  rights of the  undersigned  with  respect to the Shares  (including,
  without limitation, the power to execute and deliver written consents), at every
  annual, special or adjourned meeting of the stockholders of Company and in every
  written consent in lieu of such meeting in favor of approval and adoption of the
  Reorganization Agreement and of the transactions contemplated thereby.
  
                    The  attorneys  and proxies  named above may not exercise this
  Irrevocable  Proxy on any other matter except as provided above. The undersigned
  stockholder may vote the Shares on all other matters.
  
                    All  authority  herein  conferred  shall  survive the death or
  incapacity of the undersigned  and any obligation of the  undersigned  hereunder
  shall be  binding  upon the  heirs,  personal  representatives,  successors  and
  assigns of the undersigned.
  
  
  
                              (Signature Page Follows)
  
  
  
  
  
  <PAGE>
  
  
  
  
  
  
                                           SIGNATURE PAGE TO IRREVOCABLE PROXY
  
  This  Irrevocable   Proxy  is  coupled  with  an  interest  as aforesaid and is
  irrevocable.
  
  
  
  <PAGE>
  
  
  
  
  
  Dated:  June __, 1999
                                             -------------------------------------
                                               (Signature of Stockholder)
  
  
                                             -------------------------------------
                                              (Print Name of Stockholder)
  
  
                                              Shares beneficially owned:
  
  
                           _______________________ shares of Company Common Stock
  
  
  
  
  
  
  
  
  
  <PAGE>
  
  
                                AMENDED AND RESTATED
                                       BY-LAWS
                                         OF
                                 MARKET GUIDE INC.
  
  ARTICLE I - OFFICES
  
  The principal  office of the Corporation  shall be at 2001 Marcus Avenue,  Suite
  South 200, Lake Success, NY 11042. The Corporation may also have offices at such
  other places  within or without the State of New York as the board may from time
  to time determine or the business of the  Corporation  may require.  ARTICLE ii-
  SHAREHOLDERS
  
                    PLACE OF MEETINGS.
  
  Meetings  of  shareholders  shall  be  held  at  the  principal  office  of  the
  Corporation  or at such  place  within or  without  the State of New York as the
  board shall authorize.
                    ANNUAL MEETING.
  
  The annual  meeting of the  shareholders  shall be held on the 1st  Wednesday of
  August in each year or as soon thereafter as practicable,  when the shareholders
  shall elect a board and transact such other business as may properly come before
  the meeting.
                    SPECIAL MEETINGS.
  
  Special  meetings  of the  shareholders  may be  called  by the  board or by the
  president  and shall be called by the  president or the secretary at the request
  in  writing  of a  majority  of  the  board  or at the  request  in  writing  by
  shareholders  owning a majority in amount of the shares issued and  outstanding.
  Such  request  shall  state the purpose or  purposes  of the  proposed  meeting.
  Business  transacted  at a special  meeting  shall be confined  to the  purposes
  stated in the notice.
                    NOTICE OF MEETINGS OF SHAREHOLDERS.
  
  Written  notice of each  meeting  of  shareholders  shall  state the  purpose or
  purposes  for which the  meeting  is  called,  the  place,  date and hour of the
  meeting and unless it is the annual  meeting,  shall  indicate  that it is being
  issued by or at the  direction  of the person or persons  calling  the  meeting.
  Notice shall be given either personally or by mail to each shareholder  entitled
  to vote at such  meeting,  not less than ten nor more than fifty days before the
  date of the  meeting.  If action is  proposed  to be taken  that  might  entitle
  shareholders  to payment for their shares,  the notice shall include a statement
  of that  purpose  and to that  effect.  If  mailed,  the  notice  is given  when
  deposited in the United States mail, with postage thereon  prepaid,  directed to
  the shareholder at his address as it appears on the record of shareholders,  or,
  if he shall have filed with the secretary a written  request that notices to him
  be mailed to some other address, then directed to him at such other address.
                    WAIVERS.
  
  Notice of  meeting  need not be given to any  shareholder  who signs a waiver of
  notice,  in person  or by  proxy,  whether  before  or after  the  meeting.  The
  attendance  of any  shareholder  at a  meeting,  in person or by proxy,  without
  protesting  prior to the  conclusion  of the  meeting the lack of notice of such
  meeting, shall constitute a waiver of notice by him.
                    QUORUM OF SHAREHOLDERS.
  
  Unless the certificate of  incorporation  provides  otherwise,  the holders of a
  majority of the shares  entitled to vote thereat shall  constitute a quorum at a
  meeting of shareholders for the transaction of any business,  provided that when
  a  specified  item of business is required to be voted on by a class or classes,
  the  holders  of a  majority  of the  shares  of such  class  or  classes  shall
  constitute a quorum for the transaction of such specified item of business. When
  a quorum  is once  present  to  organize  a  meeting,  it is not  broken  by the
  subsequent withdrawal of any shareholders.  The shareholders present may adjourn
  the meeting despite the absence of a quorum.
                    CHAIRMAN.
  
  At each  meeting  of the  stockholders,  the  chairman  or,  in his  absence  or
  inability  to act,  any  person  chosen by the  majority  of those  stockholders
  present in person or  represented by proxy shall act as chairman of the meeting.
  The  secretary  or, in his absence or inability to act, any person  appointed by
  the  chairman of the meeting  shall act as secretary of the meeting and keep the
  minutes thereof.
                    ORDER OF BUSINESS.
  
  The order of business at all meetings of the stockholders shall be as determined
  by the chairman of the meeting.
  
                    LIST OF STOCKHOLDERS.
  
  A list of the stockholders entitled to vote at any meeting shall 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.
                    INSPECTORS.
  
  The board may,  in advance of any meeting of  stockholders,  appoint one or more
  inspectors to act at such meeting or any adjournment  thereof. If the inspectors
  shall not be so  appointed  or if any of them shall  fail to appear or act,  the
  chairman  of the  meeting  shall  appoint  inspectors.  Each  inspector,  before
  entering  upon  the  discharge  of his  duties,  shall  take  and  sign  an oath
  faithfully  to execute  the duties of  inspector  at such  meeting  with  strict
  impartiality  and  according to the best of his ability.  The  inspectors  shall
  determine  the number of shares  outstanding  and the voting power of each,  the
  number of shares  represented  at the meeting,  the  existence of a quorum,  the
  validity and effect of proxies,  and shall receive  votes,  ballots or consents,
  hear and determine all challenges and questions  arising in connection  with the
  right to vote, count and tabulate all votes, ballots or consents,  determine the
  result,  and do such acts as are proper to  conduct  the  election  or vote with
  fairness to all  stockholders.  On request of the chairman of the meeting or any
  stockholder  entitled to vote  thereat,  the  Inspectors  shall make a report in
  writing  of any  challenge,  question  or  matter  determined  by them and shall
  execute a  certificate  of any fact found by them.  No director or candidate for
  the office of director  shall act as an inspector  of an election of  directors.
  Inspectors need not be stockholders.
                    PROXIES.
  
  Every  shareholder  entitled to vote at a meeting of  shareholders or to express
  consent or dissent without a meeting may authorize  another person or persons to
  act for him by proxy.  Every  proxy  must be signed  by the  shareholder  or his
  attorney-in-fact. No proxy shall be valid after expiration of eleven months from
  the date thereof unless  otherwise  provided in the proxy.  Every proxy shall be
  revocable at the pleasure of the  shareholder  executing it, except as otherwise
  provided by law.
                    QUALIFICATION OF VOTERS.
  
  Every  shareholder of record shall be entitled at every meeting of  shareholders
  to one vote for every share standing in his name on the record of  shareholders,
  unless otherwise provided in the certificate of incorporation.
                    VOTE OF SHAREHOLDERS.
  
  Except as otherwise required by statute or by the certificate of incorporation,
  
  directors shall be elected by a plurality of the votes cast at a meeting of
  shareholders by the holders of shares entitled to vote in the election;
  
  all other corporate action shall be authorized by a majority of the votes cast.
  written consent of shareholders.
  
  Any action  that may be taken by vote may be taken  without a meeting on written
  consent,  setting  forth the action so taken,  signed by the  holders of all the
  outstanding  shares  entitled to vote thereon or signed by such lesser number of
  holders as may be provided for in the certificate of incorporation.  ARTICLE III
  - DIRECTORS
  
                    board of directors.
  
  Subject to any provision in the certificate of incorporation the business of the
  corporation shall be managed by its board of directors, each of whom shall be at
  least 18 years of age and need not be shareholders.
                    number of directors.
  
  The number of directors  shall be no less than three nor no more than nine. When
  all of the  shares  are owned by less than  three  shareholders,  the  number of
  directors  may be less than three but not less than the number of  shareholders.
  The board of directors  shall determine the number of directors to be elected at
  anytime.
                    election and term of directors.
  
  At each annual meeting of shareholders,  the shareholders  shall elect directors
  to hold office until the next annual  meeting.  Each director  shall hold office
  until the expiration of the term for which he is elected and until his successor
  has been elected and qualified, or until his prior resignation or removal.
                    newly created directorships and vacancies.
  
  Newly  created  directorships  resulting  from  an  increase  in the  number  of
  directors and vacancies occurring in the board for any reason except the removal
  of  directors  without  cause  may be  filled  by a vote  of a  majority  of the
  directors then in office,  although less than a quorum exists,  unless otherwise
  provided in the certificate of incorporation.  Vacancies  occurring by reason of
  the  removal  of  directors  without  cause  shall  be  filled  by  vote  of the
  shareholders  unless otherwise  provided in the certificate of incorporation.  A
  director elected to fill a vacancy caused by resignation, death or removal shall
  be elected to hold office for the unexpired term of his predecessor.
                    removal of directors.
  
  Any or all of the directors may be removed for cause by vote of the shareholders
  or by action of the board.  Directors may be removed  without cause only by vote
  of the shareholders.
                    resignation.
  
  A director  may resign at any time by giving  written  notice to the board,  the
  president or the secretary of the corporation. Unless otherwise specified in the
  notice,  the resignation  shall take effect upon receipt thereof by the board or
  such officer,  and the acceptance of the  resignation  shall not be necessary to
  make it effective.
                    quorum of directors.
  
  Unless otherwise provided in the certificate of incorporation, a majority of the
  entire board shall constitute a quorum for the transaction of business or of any
  specified item of business.
                    action of the board.
  
  Unless  otherwise  required  by law,  the vote of a  majority  of the  directors
  present at the time of the vote,  if a quorum is present at such time,  shall be
  the act of the board.  Each director  present shall have one vote  regardless of
  the number of shares, if any, which he may hold.
                    place and time of board meetings.
  
  The board may hold its  meetings  at the  office of the  corporation  or at such
  other  places,  either  within or without the State of New York,  as it may from
  time to time determine.
                    regular annual meeting.
  
  A regular  annual meeting of the board shall be held  immediately  following the
  annual  meeting  of  shareholders  at  the  place  of  such  annual  meeting  of
  shareholders.
                    notice of meetings of the board, adjournment.
  
  
  Regular  meeting of the board may be held without  notice at such time and place
  as it shall from time-to-time determine.  Special meetings of the board shall be
  held upon notice to the directors and may be called by the president  upon three
  days notice to each director  either  personally or by mail or by wire;  special
  meetings  shall be called by the  president or by the secretary in a like manner
  on written request of two directors. Notice of a meting need not be given to any
  director who submits a waiver of notice  whether  before or after the meeting or
  who attends the meeting without protesting prior thereto or at its commencement,
  the lack of notice to him.
  
  A majority of the  directors  present,  whether or not a quorum is present,  may
  adjourn any meeting to another time and place.  Notice of the adjournment  shall
  be given  all  directors  who were  absent at the time of the  adjournment  and,
  unless such time and place are announced at the meeting, to the other directors.
                    action without a meeting.
  
  Any action  required  or  permitted  to be taken at any  meeting of the board of
  directors  may be taken  without a meeting if all  members of the board  consent
  thereto in writing,  and the  writing or writings  are filed with the minutes of
  proceedings of the board.
                    telephonic participation.
  
  Any one or more members of the board, or any committee thereof,  may participate
  in a meeting of the board or such  committee by means of a conference  telephone
  or similar  communications  equipment allowing all persons  participating in the
  meeting  to hear each other at the same time;  and  participation  by such means
  shall constitute presence in person at a meeting.
                    chairman.
  
  At each  meeting of the board,  the  chairman or, in his absence or inability to
  act, another director chosen by a majority of the directors present shall act as
  chairman of the meeting and preside thereat. The secretary or, in his absence or
  inability to act, any person appointed by the chairman shall act as secretary of
  the meeting and keep the minutes thereof.
                    contracts.
  
  
  No  contract  or  other  transaction  between  this  corporation  and any  other
  corporation shall be impaired,  affected or invalidated,  nor shall any director
  be liable in any way by reason of the fact that any one or more of the directors
  of this corporation is or are interested in, or is a director or officer, or are
  directors of such other  corporation,  provided that such facts are disclosed or
  made know to the board of directors.
  
  Any  director,  personally  and  individually,  may  be a  party  to or  may  be
  interested in any contract or transaction of this  corporation,  and no director
  shall be liable in any way by reason of such interest, provided that the fact of
  such interest be disclosed or made known to the board of directors, and provided
  that the board of directors shall authorize,  approve or ratify such contract or
  transaction  by the vote  (not  counting  the vote of any  such  director)  of a
  majority of a quorum,  notwithstanding  the presence of any such director at the
  meeting at which such action is taken. Such director or directors may be counted
  in determining the presence of a quorum at such meeting.  This Section shall not
  be construed to impair or  invalidate or in any way affect any contract or other
  transaction  which would otherwise be valid under the law (common,  statutory or
  otherwise) applicable thereto.
                    executive and other committees.
  
  The  board,  by  resolution  adopted  by a majority  of the  entire  board,  may
  designate  from among its members an executive  committee and other  committees,
  each consisting of three or more  directors.  Each such committee shall serve at
  the pleasure of the board.
                    compensation.
  
  No compensation shall be paid to directors,  as such, for their services, but by
  resolution  of the board a fixed sum and expenses for actual  attendance at each
  regular  or  special  meeting  of the board may be  authorized.  Nothing  herein
  contained  shall  be  construed  to  preclude  any  director  from  serving  the
  corporation in any other capacity and receiving compensation  therefor.  article
  iv- officers
  
                    offices, election, term.
  
  
  Unless otherwise provided for in the certificate of incorporation, the board may
  elect or appoint a president,  one or more  vice-presidents,  a secretary  and a
  treasurer,  and such other  officers  as it may  determine,  who shall have such
  duties, powers and functions as hereinafter provided.
  
  All  officers  shall be elected or appointed to hold office until the meeting of
  the board following the annual meeting of shareholders.
  
  Each officer shall hold office for the term for which he is elected or appointed
  and until his successor has been elected or appointed and qualified.
                    removal, resignation, salary, etc.
  
  
  Any officer  elected or  appointed by the board may be removed by the board with
  or without cause.
  
  In the event of the death,  resignation  or removal of an officer,  the board in
  its discretion may elect or appoint a successor to fill the unexpired term.
  
  Any two or more  offices may be held by the same  person,  except the offices of
  president and  secretary.  When all of the issued and  outstanding  stock of the
  corporation is owned by one person,  such person may hold all or any combination
  of offices.
  
  The salaries of all officers shall be fixed by the board.
  
  The directors may require any officer to give security for the faithful
  performance of his duties.
  
                    the PRESIDENT.
  
  The president shall be the chief executive  officer of the corporation and shall
  have general and active  supervision and direction over the business  operations
  and  affairs  of the  corporation  and over its  several  officers,  agents  and
  employees,  subject,  however,  to the direction and the control of the board of
  directors.
                    vice president.
  
  Each vice president  shall have such powers and perform such duties as from time
  to time may be assigned to him by the board.  the  treasurer.
  
  The treasurer or assistant treasurer designated by the secretary or by the board
  in the treasurer's absence or disability, shall:
  
  have charge and custody of, and be responsible for, all the funds and securities
  of the corporation;
  
  keep full and accurate accounts of receipts and disbursements in books belonging
  to the corporation;
  
  cause all moneys and other valuables to be deposited to the credit of the
  corporation in such depositories as may be designated by the board;
  
  receive, and give receipts for, moneys due and payable to the corporation from
  any source whatsoever;
  
  disburse the funds of the corporation and supervise the investment of its funds
  as ordered or authorized by the board, taking proper vouchers therefor; and
  
  in  general,  have all the powers and  perform  all the duties  incident  to the
  office of  treasurer  and such other duties as from time to time may be assigned
  to him by the board, the chairman of the board or the president.
                    the secretary.
  
  The secretary or assistant secretary  designated by the board in the secretary's
  absence or disability, shall:
  
  record the proceedings of the meetings of the stockholders and directors in a
  minute book to be kept for that purpose;
  
  see that all notices are duly given in accordance with the provisions of these
  By-Laws and as required by law;
  
  be custodian of the records and the seal of the corporation and affix and attest
  the seal to all stock  certificates of the  corporation  (unless the seal of the
  corporation on such certificates shall be a facsimile,  as hereinafter provided)
  and affix and attest the seal to all other documents to be executed on behalf of
  the corporation under its seal;
  
  see that the books,  reports,  statements,  certificates and other documents and
  records required by law to be kept and filed are properly kept and filed; and
  
  in  general,  have all the powers and  perform  all the duties  incident  to the
  office of  secretary  and such other duties as from time to time may be assigned
  to him by the board, the chairman of the board or the president.
                    sureties and bonds.
  
  In case the board  shall so  require,  any  officer or agent of the  corporation
  shall  execute  to the  corporation  a bond in such sum and with such  surety or
  sureties as the board may direct,  conditioned upon the faithful  performance of
  his duties to the  corporation and including  responsibility  for negligence and
  for the  accounting  for all property,  funds or  securities of the  corporation
  which may come into his hands.
                    shares of other corporations.
  
  Whenever the corporation is the holder of shares of any other  corporation,  any
  right or power of the corporation as such shareholder (including the attendance,
  acting and voting at shareholders' meetings and execution of waivers,  consents,
  proxies or other  instruments)  may be exercised on behalf of the corporation by
  the  president,  any  vice  president,  or such  other  person  as the  board of
  directors may authorize. article v - certificates
  
                    certificates.
  
  The shares of the corporation  shall be represented by certificates.  They shall
  be numbered and entered in the books of the corporation as they are issued. They
  shall  exhibit the holder's name and the number of shares and shall be signed by
  the chairman of the board,  the president or a vice  president and the treasurer
  or the secretary and shall bear the corporate seal.
                    lost or destroyed certificates.
  
  The board may direct a new  certificate or certificates to be issued in place of
  any certificate or certificates  theretofore issued by the corporation,  alleged
  to have been lost or  destroyed,  upon the making of an affidavit of the fact by
  the person  claiming the certificate to be lost or destroyed.  When  authorizing
  such  issue  of a new  certificate  or  certificates,  the  board  may,  in  its
  discretion  and as a condition  precedent to the issuance  thereof,  require the
  owner of such  lost or  destroyed  certificate  or  certificates,  or his  legal
  representative,  to advertise the same in such manner as it shall require and/or
  give the  corporation  a bond in such sum and with such surety or sureties as it
  may  direct  as  indemnity  against  any  claim  that  may be made  against  the
  corporation  with  respect  to the  certificate  alleged  to have  been  lost or
  destroyed.
                    transfers of shares.
  
  
  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,  assignment  or authority  to transfer,  it shall be the duty of the
  corporation  to issue a new  certificate  to the person  entitled  thereto,  and
  cancel the old certificate; every such transfer shall be entered on the transfer
  book of the corporation which shall be kept at its principal office.
  
  The corporation  shall be entitled to treat the holder of record of any share as
  the holder in fact thereof and, accordingly, shall not be bound to recognize any
  equitable  or other  claim to or interest in such share on the part of any other
  person whether or not it shall have express or other notice  thereof,  except as
  expressly provided by the laws of New York.
                    record date.
  
  In lieu of closing the share records of the corporation,  the board of directors
  may fix, in advance, a date not exceeding fifty days, nor less than ten days, as
  the record date for the determination of shareholders entitled to receive notice
  of, or to vote at, any meeting of  shareholders,  or to consent to any  proposal
  without a meeting,  or for the purpose of determining  shareholders  entitled to
  receive payment of any dividends, or allotment of any rights, or for the purpose
  of any  other  action.  If no  record  date is fixed,  the  record  date for the
  determination  of shareholders  entitled to notice of or to vote at a meeting of
  shareholders shall be at the close of business on the day next preceding the day
  on which  notice  is given,  or,  if no  notice  is given,  the day on which the
  meeting is held;  the record  date for  determining  shareholders  for any other
  purpose shall be at the close of business on the day on which the  resolution of
  the directors relating thereto is adopted.  When a determination of shareholders
  of record entitled to notice of or to vote any meeting of shareholders  has been
  made as provided for herein,  such determination  shall apply to any adjournment
  thereof,  unless the directors fix a new record date for the adjourned  meeting.
  article vi - dividends
  
  Subject to the provisions of the certificate of incorporation  and to applicable
  law,  dividends on the outstanding  shares of the corporation may be declared in
  such  amounts  and at such  time or times as the  board  may  determine.  Before
  payment of any  dividend,  there may be set aside out of the net  profits of the
  corporation  available for dividends  such sum or sums as the board from time to
  time  in its  absolute  discretion  deems  proper  as a  reserve  fund  to  meet
  contingencies,  or for equalizing dividends, or for repairing or maintaining any
  property of the corporation,  or for such other purpose as the board shall think
  conducive  to the  interests  of the  corporation,  and the board may  modify or
  abolish any such reserve. article vii - corporate seal
  
  The seal of the  corporation  shall be circular in form and bear the name of the
  corporation,  the year of its  organization  and the words  "Corporate Seal, New
  York."  The seal  may be used by  causing  it to be  impressed  directly  on the
  instrument or writing to be sealed, or upon adhesive  substance affixed thereto.
  The seal on the certificates for shares or on any corporation obligation for the
  payment  of money  may be a  facsimile,  engraved  or  printed.  article  viii -
  EXECUTION of instruments
  
  All  corporate  instruments  and  documents  shall be signed  or  countersigned,
  executed,  verified or  acknowledged by such officer or officers or other person
  or  persons  as the board may from time to time  designate.  article ix - fiscal
  year
  
  The fiscal year shall begin the first day of March in each year.
  article x - References to certificate of incorporation
  
  Reference to the certificate of incorporation in these By-Laws shall include all
  amendments thereto or changes thereof unless specifically excepted.
  article xi - indemnification of officers and directors
  
  The officers and directors of the Corporation shall be entitled to indemnifica-
  tion to the maximum extent permitted by New York State law.
  article xii - by-law changes
  
  AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.
  
  Except as otherwise provided in the certificate of incorporation the By-Laws may
  be amended, repealed or adopted by vote of the holders of the shares at the time
  entitled to vote in the election of any directors.  By-Laws may also be amended,
  repealed  or  adopted  by the board but any  By-Law  adopted by the board may be
  amended by the shareholders entitled to vote thereon as hereinabove provided.
  
  If any By-Law regulating an impending election of directors is adopted,  amended
  or  repeated  by the board,  there  shall be set forth in the notice of the next
  meeting of  shareholders  for the election of  directors  the By-Law so adopted,
  amended or repealed, together with a concise statement of the changes made.
  
  
  
  <PAGE>
  
  
                    For Immediate Release
  
  
  
                                                           NEWS RELEASE
  
  
  
  Contact:
  
  Media Relations           Investor Relations        Media Relations
  For Multex.com            For Multex.com            For Market Guide:
  Courtney Darby/Renee      Joseph Jaffoni            Peter Sluka
  Kemish                    Jaffoni & Collins         Market Guide Inc.
  Middleberg + Associates   Incorporated             (516) 327-2400 Ext:145
  (212) 699-2545/2552       (212) 835-8500            psluka@marktguide.com
  courtney@middleberg.com   mltx@jcir.com
  renee@middleberg.com
  
  
  
  
  
  
                      Multex.com Agrees to Acquire Market Guide
  
            Market Guide Acquisition Valued at Approximately $159 million
                             at the Time of Announcement
  
  
  
  NEW YORK, June 23, 1999 -- Multex.com, Inc. (Nasdaq: MLTX) and Market Guide Inc.
  (Nasdaq:  MARG) today  announced  they have signed a  definitive  agreement  for
  Multex.com  to acquire  Market  Guide  Inc.,  a leading  provider  of  financial
  information  on the  Internet.  The  transaction  is structured as a merger of a
  newly  formed   subsidiary  with  and  into  Market  Guide,  with  Market  Guide
  shareholders receiving approximately 5.6 million shares of Multex.com stock.
  
  Market Guide is an industry-leading  Internet provider of value-added  financial
  content for both individual investors and institutional investors, covering over
  12,000 publicly traded companies. Following the consummation of the acquisition,
  Market  Guide  expects to make  Multex.com's  investment  research  and earnings
  estimates available through its Web site, http://www.marketguide.com, as well as
  through its over 100  leading  Internet  distribution  partners,  which  include
  leading brands such as America Online,  Ameritrade,  Bridge Information Systems,
  CBS MarketWatch, Charles Schwab & Co., CNNfn, E-Trade, FactSet Research Systems,
  Reuters,  The Motley Fool,  The  Street.com,  Wall Street  Journal  Interactive,
  Waterhouse Securities and Yahoo!.
  
  The  acquisition  will enable  Multex.com to leverage  Market Guide's  extensive
  Internet distribution network,  unique financial content and brand. In addition,
  the acquisition will allow Multex.com to substantially increase the quantity and
  scope of its  proprietary  financial  content and  analysis,  strengthening  the
  Company's  position  as  a  leading  online  investment   research  network  for
  individual and institutional investors.
  
  Multex.com expects to integrate Market Guide's  proprietary  financial databases
  into all its Internet research  services,  including  MultexNET,  MultexEXPRESS,
  Multex Research-on-Demand and Multex Investor Network.
  
  "Market Guide  represents an excellent  strategic and financial  transaction for
  Multex.com.  We look forward to leveraging  Market Guide's  premiere  content as
  well as working closely with Market Guide's  strategic  distribution  partners,"
  said Isaak Karaev, president and CEO of
                                       (more)
  Page 2
  
  Multex.com.  "Both  Multex.com  and Market Guide are dynamic  brands  within the
  rapidly  expanding   Internet   financial  services  market.  By  combining  our
  complementary business models, proprietary content, audience reach, and Internet
  technology,  we believe we have the opportunity to create one of the largest and
  fastest growing investment and financial research destinations on the Internet."
  
  "Both Market Guide and  Multex.com  share the same vision of being the benchmark
  for high quality  financial  content,  research and analysis over the Internet,"
  said Homi Byramji,  President and CEO of Market Guide. "Together, we will supply
  more  professional  Web sites  with  investment  data  than any other  financial
  information  provider.  In addition,  the  combination  of our broad  network of
  Internet   distribution   partners  will  enable   millions  of  individual  and
  institutional investors worldwide to access our leading content."
  
  Under the terms of the merger agreement,  Market Guide shareholders will receive
  one share of Multex.com stock for each outstanding  share of Market Guide stock.
  The  acquisition,  which is expected to close within 120 days, has been approved
  by both  companies'  Boards of Directors and is subject to customary  conditions
  including   approval  by  the  stockholders  of  Multex.com  and  Market  Guide.
  Multex.com,  Inc.  expects to account  for this  transaction  under the  pooling
  method of  accounting.  Market Guide Inc. will retain its key  management and be
  operated  as a wholly  owned  subsidiary  of  Multex.com,  Inc.  In  addition to
  continuing to serve as Market Guide's  President and CEO, Homi Byramji will join
  Multex.com's Board of Directors.
  
  About Multex.com, Inc.
  
  Multex.com  (http://www.multex.com)  is a leading provider of online  investment
  research and information  services  designed to meet the needs of individual and
  institutional  investors,   including  investment  banks,  brokerage  firms  and
  corporations.  Multex.com's  services  enable  timely  online access to over 1.2
  million  research  reports  and  other  investment  information  on over  20,000
  companies  published  by more than 500  investment  banks,  brokerage  firms and
  third-party  research  providers  worldwide.   More  than  1,000,000  individual
  investors, institutional investors and financial professionals, including mutual
  fund  managers,  portfolio  managers,  brokers and their  clients have access to
  Multex.com's  services.  For  individual  investors,   Multex.com  has  recently
  launched  the  Multex  Investor  Network   (http://www.multexinvestor.com),   an
  Internet  service  targeting  the rapidly  growing  online  individual  investor
  market.
  
  About Market Guide Inc.
  
  Market Guide Inc., the benchmark for quality financial information, is the
  leader in providing the broadest coverage of professional grade financial data
  over the Internet. Market Guide supplies more professional Web sites with
  quality investment data than any other database and software company. Market
  Guide specializes in the compilation, integration, display and delivery of a
  superior quality database of descriptive and analytic information on over 12,000
  publicly traded domestic and foreign corporations. Well known to professional
  investors for 16 years, the company distributes its services through more than
  100 on-line vendors and independent finance oriented web sites including, ADP,
  AltaVista, America Online (NYSE: AOL), Ameritrade Holding Corp. (Nasdaq: AMTD),
  Bridge Information Systems, Briefing.com, CNNfn, Charles Schwab & Co., (NYSE:
  SCH), DBC (Nasdaq: DBCC), FactSet Research Systems, Individual Investor Group
  (Nasdaq: INDI), National Discount Brokers Group (NYSE: NDB), One Source (Nasdaq:
  ONES), PC Quote (Amex: PQT), Pointcast, Quote.com, Reuters (Nasdaq: RTRSY),
  Telemet America, The Motley Fool, TheStreet.com (Nasdaq: TSCM), Track Data
  (Nasdaq: TRAC), Wall Street Journal Interactive, Wall Street Source, Waterhouse
  Securities and Yahoo! (Nasdaq: YHOO), as well as through its own web site - The
  Market Guide Investment Center (http://www.marketguide.com).
  
  
  Forward-looking  statements in this release are made pursuant to the safe harbor
  provisions  of the Private  Securities  Litigation  Reform Act of 1995.  You are
  cautioned that such  forward-looking  statements  involve  significant risks and
  uncertainties.   Actual  results  may  differ   materially  from  those  in  the
  forward-looking  statements  due to a number of factors,  including  and without
  limitation:  (i) risks  relating to the merger,  such as risks that the proposed
  merger may not be  consummated,  risks  involved in  assimilating  Market Guide,
  risks  involved  in  integrating,  retaining  and  motivating  key Market  Guide
  personnel,  risks related to integrating  and managing  geographically-dispersed
  operations, risks related to integrating the technologies and infrastructures of
  the companies,  and risks related to the acceptance by Market Guide's  customers
  of the merger;  (ii) risks  inherent  in Market  Guide's  business,  such as its
  dependence on maintaining relationships with key customers;  (iii) the risk that
  Market  Guide's  customers  and  distribution  partners  will  not  utilize  any
  additional  services  of  the  combined  company;  (iv)  risks  relating  to the
  achievement  by Multex.com of new revenues from Market Guide's  operations;  and
  (v)  risks  relating  to   Multex.com's   ongoing   operations  as  detailed  in
  Multex.com's  filings  from  time to  time  with  the  Securities  and  Exchange
  Commission.   Multex.com   does  not  assume  any   obligation   to  update  the
  forward-looking information contained in this press release.
  
  SOURCE: Multex.com, Inc.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "MARKET GUIDE'S FORM 8-K", "secsgml_size_bytes": 310073}]
metadata_filer: {"company-data": {"conformed-name": "MARKET GUIDE INC", "cik": "0000720462", "assigned-sic": "7374", "irs-number": "112646081", "state-of-incorporation": "NY", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-29116", "film-number": "99654444"}, "business-address": {"street1": "2001 MARCUS AVE", "street2": "STE S200", "city": "LAKE SUCCESS", "state": "NY", "zip": "11042-1011", "phone": "5167591253"}, "mail-address": {"street1": "2001 MARCUS AVENUE SUITE SOUTH 200", "street2": "2001 MARCUS AVENUE SUITE SOUTH 200", "city": "LAKE SUCCESS", "state": "NY", "zip": "11042-1011"}, "former-company": {"former-conformed-name": "UNLISTED MARKET SERVICE CORP", "date-changed": "19861014"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
          Date of Report (Date of earliest event reported) - June 21, 1999
  
                                 MARKET GUIDE INC.
               (Exact name of registrant as specified in its charter)
  
     New York 291525-NY                                       11-2646081
  (State or other jurisdiction                      (Commission File (IRS Employer
            of incorporation)                         Number) Identification No.)
  
                         2001 Marcus Avenue, Suite South 200
                            Lake Success, New York 11042
                  (Address of principal executive offices) Zip Code
  
         Registrant's telephone number, including area code: (516) 327-2400
                                   --------------
  
  Item 5.  Other Events.
  
           On June 23,  1999,  Market  Guide,  Inc., a New York  corporation  (the
  "Registrant"), Multex.com, Inc., a Delaware corporation ("Multex"), and Merengue
  Acquisition  Corp.,  a New York  corporation  and a wholly owned  subsidiary  of
  Multex   ("Merengue"),   executed   an   Agreement   and  Plan  of  Merger   and
  Reorganization,  dated as of June 23, 1999 (the "Merger Agreement"), pursuant to
  which Merengue will merge with and into the  Registrant and the Registrant  will
  continue as a wholly owned subsidiary of Multex (the "Merger").  Under the terms
  of the Merger Agreement,  each outstanding share of Registrant common stock will
  be exchanged  for one share of Multex  common  stock.  The  transaction  will be
  accounted  for  as a  pooling  of  interests  and  will  qualify  as a  tax-free
  reorganization.  The Merger is expected to close in the fall of 1999  subject to
  various  conditions,  including the  expiration or termination of any applicable
  waiting period under the Hart-Scott-Rodino  Antitrust  Improvements Act of 1976,
  as amended,  and  approval by the  stockholders  of each of the  Registrant  and
  Multex.  The  foregoing  description  of the Merger and the Merger  Agreement is
  qualified in its entirety by reference to the Merger Agreement,  a copy of which
  is attached hereto as Exhibit 2.1 and incorporated  herein by reference.  A copy
  of the joint press release  issued by the Registrant and Multex on June 23, 1999
  with  respect  to  the  Merger  is  attached  hereto  as  Exhibit  99.1  and  is
  incorporated herein by reference.
  
           On June 21,  1999,  the  Bylaws  of the  Registrant  were  amended  and
  restated to provide,  among  other  things,  that the offices of Chairman of the
  Board  of  Directors  and  President  of the  Company  may be held by  different
  individuals.  A copy of the Amended and  Restated  Bylaws is attached  hereto as
  Exhibit 3.1 and is incorporated herein by reference.
  
  Item 7.  Financial Statements and Exhibits.
  
           (a)      Financial Statements of business acquired.
  
                    None.
  
           (b)      Pro Forma financial information.
  
                    None.
  
           (c)      Exhibits.
  
                    2.1    Agreement and Plan of Merger and Reorganization, dated
                    as of June 23, 1999, by and among Market Guide Inc.,
                    Multex.com, Inc. and Merengue Acquisition Corp.
  
                    3.1  Amended and  Restated  Bylaws of Market Guide Inc.,
                    dated as of June 21, 1999.
  
                    99.1   Press Release issued by Market Guide Inc. and
                    Multex.com, Inc. on June 23, 1999.
  SIGNATURES
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                               MARKET GUIDE INC.
  
  Dated:  June 29, 1999                       By:    /s/ Homi M. Byramji
                                           ---------------------------------------
                                              Name:        Homi M. Byramji
                                              Title:       President and
                                                           Chief Executive Officer
  Exhibit Index
  
  Exhibit No.       Description
  
  2.1  Agreement and Plan of Merger and Reorganization, dated as of June 23, 1999,
       by and among Market Guide Inc., Multex.com, Inc. and Merengue Acquisition
       Corp.
  
  3.1  Amended and Restated Bylaws of Market Guide Inc., dated as of June 21, 1999
  
  99.1 Press Release issued by Market Guide Inc. and Multex.com, Inc. on
       June 23, 1999.
  EXHIBIT 2.1
  
  June 29, 1999
  
  Securities and Exchange Commission
  450 Fifth Street, N.W.
  Washington, D.C. 20549
  
  Re:      Market Guide Inc.
           Current Report on Form 8-K
  
  Ladies and Gentlemen:
  
           On behalf of Market  Guide  Inc.,  we  hereby  submit  via  electronic
  transmission,  pursuant to the Securities Exchange Act of 1934, as amended,  one
  complete copy of the  Company's  Current  Report on Form 8-K,  together with the
  exhibits thereto.
  
           Should you have any questions  concerning  the foregoing or require any
  additional information, please contact the undersigned at (516) 327-2400.
  
  Very truly yours,
  
  /s/
  
  Enclosures
  cc:  Robert B. Stebbins
       Steven A. Seidman
  AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
  
                                        among
  
                                  MULTEX.COM, INC.
  
                             MERENGUE ACQUISITION CORP.
  
                                         and
  
                                  MARKET GUIDE INC.
  
                              Dated as of June 23, 1999
  TABLE OF CONTENTS
  ARTICLE I.  DEFINITIONS...........................................................................................2
         SECTION 1.1.  Certain Defined Terms........................................................................2
  
  ARTICLE II.  THE MERGER...........................................................................................6
         SECTION 2.1.  The Merger...................................................................................6
         SECTION 2.2.  Closing......................................................................................6
         SECTION 2.3.  Effective Time...............................................................................6
         SECTION 2.4.  Effect of the Merger.........................................................................7
         SECTION 2.5.  Certificate of Incorporation; Bylaws; Directors and Officers of Surviving Corporation........7
  
  ARTICLE III.  CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES..................................................7
         SECTION 3.1.  Conversation of Shares.......................................................................7
         SECTION 3.2.  Exchange of Shares Other than Dissenting Shares and Treasury Shares..........................8
         SECTION 3.3.  Stock Transfer Books........................................................................10
         SECTION 3.4.  No Fractional Share Certificates............................................................10
         SECTION 3.5.  Options to Purchase Company Common Stock....................................................11
         SECTION 3.6.  Certain Adjustments.........................................................................11
         SECTION 3.7.  Dissenters' Rights..........................................................................12
         SECTION 3.8.  Lost, Stolen or Destroyed Certificates......................................................12
         SECTION 3.9.  Taking of Necessary Action; Further Action..................................................12
  
  ARTICLE IV.  REPRESENTATIONS AND WARRANTIES OF COMPANY...........................................................13
         SECTION 4.1.  Organization and Qualification; Subsidiaries................................................13
         SECTION 4.2.  Certificate of Incorporation and Bylaws.....................................................13
         SECTION 4.3.  Capitalization..............................................................................13
         SECTION 4.4.  Authority Relative to This Agreement........................................................14
         SECTION 4.5.  No Conflict; Required Filings and Consents..................................................15
         SECTION 4.6.  Permits; Compliance with Laws...............................................................15
         SECTION 4.7.  SEC Filings; Financial Statements...........................................................16
         SECTION 4.8.  Absence of Certain Changes or Events........................................................17
         SECTION 4.9.  Employee Benefit Plans, Labor Matters.......................................................17
         SECTION 4.10.  Pooling; Certain Tax Matters...............................................................20
         SECTION 4.11.  Contracts..................................................................................20
         SECTION 4.12.  Litigation.................................................................................21
         SECTION 4.13.  Environmental Matters......................................................................21
         SECTION 4.14.  Intellectual Property......................................................................21
         SECTION 4.15.  Taxes......................................................................................24
         SECTION 4.16.  Insurance..................................................................................25
         SECTION 4.17.  Properties.................................................................................25
         SECTION 4.18.  Affiliates.................................................................................25
         SECTION 4.19.  Opinion of financial Advisor...............................................................26
         SECTION 4.20.  Brokers....................................................................................26
         SECTION 4.21.  Certain Business Practices.................................................................26
         SECTION 4.22.  Section 912 of the NYBCL Not Applicable....................................................26
         SECTION 4.23.  Business Activity Restriction..............................................................26
  
  ARTICLE V.  REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB..............................................27
         SECTION 5.1.  Organization and Qualification; Subsidiaries................................................27
         SECTION 5.2.  Certificate of Incorporation and Bylaws.....................................................27
         SECTION 5.3.  Capitalization..............................................................................27
         SECTION 5.4.  Authority Relative to This Agreement........................................................28
         SECTION 5.5.  No Conflict: Required Filings...............................................................29
         SECTION 5.6.  Permits; Compliance with Laws...............................................................29
         SECTION 5.7.  Absence of Certain Changes or Events........................................................30
         SECTION 5.8.  SEC Filings; Financial Statements...........................................................30
         SECTION 5.9.  Pooling; Certain Tax Matters................................................................31
         SECTION 5.10.  Litigation.................................................................................31
         SECTION 5.11.  Taxes......................................................................................32
         SECTION 5.12.  Brokers....................................................................................32
         SECTION 5.13.  Certain Business Practices.................................................................32
         SECTION 5.14.  Section 203 of the DGCL, Not Applicable....................................................32
         SECTION 5.15.  No Prior Activities........................................................................32
         SECTION 5.16.  Employee Benefit Plans; Labor Matters......................................................32
         SECTION 5.17.  Intellectual Property......................................................................34
  
  ARTICLE VI.  COVENANTS...........................................................................................35
         SECTION 6.1.  Conduct of Business by Company Pending the Closing..........................................35
         SECTION 6.2.  Notices of Certain Events...................................................................37
         SECTION 6.3.  Access to Information; Confidentiality......................................................38
         SECTION 6.4.  No solicitation of Transaction..............................................................38
         SECTION 6.5.  Tax-Free Transaction; Pooling...............................................................40
         SECTION 6.6.  Control of Operations.......................................................................40
         SECTION 6.7.  Further Action; Consents; Filings...........................................................40
         SECTION 6.8.  Additional Reports..........................................................................41
         SECTION 6.9.  Tax Information.............................................................................41
  
  ARTICLE VII.  ADDITIONAL AGREEMENTS..............................................................................42
         SECTION 7.1.  Registration Statement; Joiht Proxy Statement...............................................42
         SECTION 7.2.  Stockholders' Meetings......................................................................44
         SECTION 7.3.  Affiliates..................................................................................44
         SECTION 7.4.  Directors' and Officers' Indemnification and Insurance......................................45
         SECTION 7.5.  No Shelf Registration.......................................................................46
         SECTION 7.6.  Public Announcements........................................................................46
         SECTION 7.7.  NNM Listing.................................................................................46
         SECTION 7.8.  Blue Sky....................................................................................46
         SECTION 7.9.  Company Stock Options/Registration Statements on Form S-8...................................46
         SECTION 7.10.  Employee Matters...........................................................................46
         SECTION 7.11.  Iboard Representation......................................................................47
  
  ARTICLE VIII.  CONDITIONS TO THE MERGER..........................................................................47
         SECTION 8.1.  Conditions tot he Obligations of Each Party to Consummate the Merger........................47
         SECTION 8.2.  Conditions to the Obligations of Company....................................................48
         SECTION 8.3.  Conditions to the Obligations of Parent.....................................................49
  
  ARTICLE IX.  TERMINATION, AMENDMENT AND WAIVER...................................................................49
         SECTION 9.1.  Termination.................................................................................49
         SECTION 9.2.  Effect of Termination.......................................................................51
         SECTION 9.3.  Amendment...................................................................................51
         SECTION 9.4.  Waiver......................................................................................52
         SECTION 9.5.  Termination Fee: Expenses...................................................................52
  
  ARTICLE X.  GENERAL PROVISIONS...................................................................................53
         SECTION 10.1.  Non-Survival of Representations and Warranties.............................................53
         SECTION 10.2.  Notices....................................................................................53
         SECTION 10.3.  Severability...............................................................................54
         SECTION 10.4.  Assignment, Binding Effect, Benefit........................................................54
         SECTION 10.5.  Incorporation of Exhibits..................................................................54
         SECTION 10.6.  Governing Law..............................................................................54
         SECTION 10.7.  Waiver of Jury Trial.......................................................................55
         SECTION 10.8.  Headings; Interpretation...................................................................55
         SECTION 10.9.  Counterparts...............................................................................55
         SECTION 10.10.  Entire Agreement..........................................................................55
  
  ANNEXES
  
  ANNEX A                 Company Stockholder Agreement
  ANNEX B                Parent Stockholder Agreement
  ANNEX C           Form of Company Affiliate Agreement
  ANNEX D                Form of Stockholder Affiliate Agreement
  AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
  
                    AGREEMENT AND PLAN OF MERGER AND  REORGANIZATION,  dated as of
  June 23, 1999 (as amended, supplemented or otherwise modified from time to time,
  this "Agreement"),  among MULTEX.COM,  INC., a Delaware corporation  ("Parent"),
  MARKET GUIDE INC., a New York corporation ("Company"),  and MERENGUE ACQUISITION
  CORP. a New York  corporation  and a direct  wholly owned  subsidiary  of Parent
  ("Merger Sub"):
  
                                W I T N E S S E T H:
  
                    WHEREAS,  the boards of  directors  of Parent and Company have
  determined  that it is advisable and in the best  interests of their  respective
  companies and stockholders to enter into a business  combination by means of the
  merger of Merger Sub with and into Company (the  "Merger") and have approved and
  adopted this Agreement;
  
                    WHEREAS, concurrently with the execution of this Agreement and
  as an inducement to Parent to enter into this Agreement, certain stockholders of
  Company have entered into a stockholder  agreement (each, a "Company Stockholder
  Agreement") in the form attached hereto as Annex A;
  
                    WHEREAS, concurrently with the execution of this Agreement and
  as an inducement to Company to enter into this Agreement,  certain  stockholders
  of Parent have entered into a stockholder agreement (each, a "Parent Stockholder
  Agreement") in the form attached hereto as Annex B;
  
                    WHEREAS, for financial reporting purposes, it is intended that
  the Merger be accounted for as a "pooling of interests" under United States
  generally accepted accounting principles ("U. S. GAAP") and the accounting
  standards of the United States Securities and Exchange Commission (the "SEC");
  and
  
                    WHEREAS, for United States Federal income tax purposes,  it is
  intended  that the  Merger  shall  qualify as a  tax-free  reorganization  under
  Section 368(a) of the Internal  Revenue Code of 1986, as amended  (together with
  the rules and regulations  promulgated  thereunder,  the "Code"),  and that this
  Agreement  shall be,  and hereby is,  adopted  as a plan of  reorganization  for
  purposes of Section 368 of the Code;
  
                    NOW,  THEREFORE,  in  consideration  of the  foregoing and the
  representations,  warranties,  covenants and  agreements  set forth herein,  and
  other good and  valuable  consideration,  the receipt and  adequacy of which are
  hereby  acknowledged,  and  intending to be legally  bound  hereby,  the parties
  hereto hereby agree as follows:
  ARTICLE I.
  
  DEFINITIONS
  
                    SECTION  1.1.  Certain  Defined  Terms.   Unless  the  context
  otherwise requires, the following terms, when used in this Agreement, shall have
  the respective  meanings specified below (such meanings to be equally applicable
  to the singular and plural forms of the terms defined):
  
                    "Affiliate" shall mean, with respect to any person,  any other
  person that controls, is controlled by or is under common control with the first
  person.
  
                    "Blue Sky Laws"  shall  mean  state  securities  or "blue sky"
  laws.
  
                    "Business  Day"  shall  mean  any day on which  the  principal
  offices of the SEC in Washington,  D.C. are open to accept  filings,  or, in the
  case of  determining  a date when any payment is due, any day on which banks are
  not required or authorized by law or executive order to close in the City of New
  York.
  
                    "Company   Competing   Transaction"  shall  mean  any  of  the
  following involving Company (other than the Merger):
  
                    any merger, consolidation, share exchange, business combina-
                    tion or other similar transaction;
  
                    any sale,  lease,  exchange,  transfer or other disposition of
           33% or more of the assets of such party and its subsidiaries,  taken as
           a whole, in a single transaction or series of transactions;
  
                    any  tender  offer or  exchange  offer  for 33% or more of the
           outstanding  voting  securities  of  such  party  or  the  filing  of a
           registration   statement   under  the   Securities  Act  in  connection
           therewith; or
  
                    any person having acquired  beneficial  ownership or the right
           to acquire  beneficial  ownership  of, or any  "group" (as such term is
           defined  under  Section  13(d) of the Exchange  Act) having been formed
           (other than a group  consisting  exclusively of those  individuals  who
           execute a Company Affiliate  Agreement) which  beneficially owns or has
           the  right  to  acquire  beneficial  ownership  of,  33% or more of the
           outstanding voting securities of such party;
  
                    any solicitation in opposition to the approval of this
                    Agreement by the stockholders of such party; or
  
                    any public announcement of a proposal, plan or intention to do
                    any of the foregoing or any agreement to engage in any of the
                    foregoing.
  
                    "Company  Disclosure   Schedule"  shall  mean  the  disclosure
  schedule delivered by Company to Parent prior to the execution of this Agreement
  and forming a part hereof.
  
                    "Company  Material Adverse Effect" shall mean any change in or
  effect  on  the  business  of  Company  and  the  Company   Subsidiaries   that,
  individually or in the aggregate  (taking into account all other such changes or
  effects), is, or is reasonably likely to be, materially adverse to the business,
  assets, liabilities, financial condition or results of operations of Company and
  the Company Subsidiaries,  taken as a whole, provided, however, that in no event
  shall a decrease in the trading  price of Company  Common Stock be  considered a
  Company Material Adverse Effect.
  
                    "Company  Stock Plans" shall mean  Company's 1995 Key Employee
  Incentive Plan and Company's 1995 Independent Director's Stock Incentive Plan.
  
                    "Confidentiality Agreement" shall mean the confidentiality
  agreement, dated as of April 26, 1999, between Parent and Company.
  
                    "DGCL" shall mean the General Corporation Law of the State of
  Delaware.
  
                    "$" shall mean United States Dollars.
  
                    "Encumbrances"  shall  mean all  claims,  security  interests,
  liens, pledges,  charges,  escrows,  options,  proxies, rights of first refusal,
  preemptive rights, mortgages, hypothecations, prior assignments, title retention
  agreements,  indentures,  security  agreements or any other  encumbrance  of any
  kind.
  
                    "Environmental  Law"  shall  mean any Law and any  enforceable
  judicial or  administrative  interpretation  thereof,  including any judicial or
  administrative  order,  consent  decree or  judgment,  relating to  pollution or
  protection  of  the  environment  or  natural  resources,   including,   without
  limitation,  those  relating to the use,  handling,  transportation,  treatment,
  storage, disposal, release or discharge of Hazardous Material.
  
                    "Environmental  Permit"  shall  mean  any  permit,   approval,
  identification  number,  license or other authorization required under or issued
  pursuant to any applicable Environmental Law.
  
                    "ERISA" shall mean the Employee Retirement Income Security Act
  of 1974, as amended.
  
                    "Exchange Act" shall mean the Securities Exchange Act of 1934,
  as amended, together with the rules and regulations promulgated thereunder.
  
                    "Expenses"  shall mean, with respect to any party hereto,  all
  reasonable out-of-pocket expenses (including,  without limitation,  all fees and
  expenses of counsel, accountants, investment bankers, experts and consultants to
  a party  hereto and its  affiliates)  incurred by such party or on its behalf in
  connection  with or  related  to the  authorization,  preparation,  negotiation,
  execution and performance of its obligations  pursuant to this Agreement and the
  consummation of the Merger, the preparation, printing, filing and mailing of the
  Registration  Statement  and the Joint  Proxy  Statement,  the  solicitation  of
  stockholder  approvals,  the  filing of HSR Act  notice,  if any,  and all other
  matters related to the transactions  contemplated  hereby and the closing of the
  Merger.
  
                    "Governmental  Entity" shall mean any United  States  Federal,
  state  or  local  or any  foreign  governmental,  regulatory  or  administrative
  authority, agency or commission or any court, tribunal or arbitral body.
  
                    "Governmental  Order"  shall mean any order,  writ,  judgment,
  injunction,  decree, stipulation,  determination or award entered by or with any
  Governmental Entity.
  
                    "Hazardous  Material" shall mean (i) any petroleum,  petroleum
  products,  by-products or breakdown  products,  radioactive  materials,  friable
  asbestos-containing materials or polychlorinated biphenyls or (ii) any chemical,
  material  or  substance  defined  or  regulated  as toxic or  hazardous  or as a
  pollutant or contaminant or waste under any applicable Environmental Law.
  
                    "HSR Act" shall mean Hart-Scott-Rodino  Antitrust Improvements
  Act of 1976,  as amended,  together with the rules and  regulations  promulgated
  thereunder.
  
                    "IRS" shall mean the United States Internal Revenue Service.
  
                    "Law" shall mean any Federal, state, foreign or local statute,
  law,  ordinance,   regulation,   rule,  code,  order,  judgment,  decree,  other
  requirement or rule of law of the United States or any other  jurisdiction,  and
  any other similar act or law.
  
                    "NNM" shall mean the Nasdaq National Market.
  
                    "NSCM" shall mean the Nasdaq Small-Cap Market.
  
                    "NYBCL" shall mean the New York Business Corporation Law.
  
                    "Parent  Combination   Transaction"  shall  mean  any  of  the
  following involving Parent (other than the Merger):
  
                    any merger, consolidation, share exchange, business
  combination or other similar transaction;
  
                    (A) any sale, lease,  exchange,  transfer or other disposition
           of 33% or more of the assets of such party and its subsidiaries,  taken
           as a whole,  in a single  transaction or series of  transactions or (B)
           any  purchase  of  assets  by  Parent,  in a  single  transaction,  the
           consideration for which exceeds $150 million;
  
                    any  tender  offer or  exchange  offer  for 33% or more of the
           outstanding  voting  securities  of  such  party  or  the  filing  of a
           registration   statement   under  the   Securities  Act  in  connection
           therewith; or
  
                    any person having acquired  beneficial  ownership or the right
           to acquire  beneficial  ownership  of, or any  "group" (as such term is
           defined  under  Section  13(d) of the Exchange  Act) having been formed
           which  beneficially  owns  or  has  the  right  to  acquire  beneficial
           ownership of, 33% or more of the outstanding  voting securities of such
           party;
  
                    any solicitation in opposition to the approval of this
  Agreement by the stockholders of such party; or
  
                    any public announcement of a proposal, plan or intention to do
   any of the foregoing or any agreement to engage in
           any of the foregoing.
  
                    "Parent   Competing   Transaction"   shall  mean  any  merger,
  consolidation,  business  combination  or other  similar  transaction  involving
  Parent in which the other party to such  competing  transaction  required,  as a
  condition to such  transaction  being  effected,  that Parent not consummate the
  transactions contemplated by this Agreement.
  
                    "Parent   Disclosure   Schedule"  shall  mean  the  disclosure
  schedule delivered by Parent to Company prior to the execution of this Agreement
  and forming a part hereof.
  
                    "Parent  Material  Adverse Effect" shall mean any change in or
  effect on the business of Parent and the Parent Subsidiaries that,  individually
  or in the aggregate (taking into account all other such changes or effects), is,
  or is  reasonably  likely to be,  materially  adverse to the  business,  assets,
  liabilities,  financial  condition  or results of  operations  of Parent and the
  Parent Subsidiaries, taken as a whole, provided, however, that in no event shall
  a decrease in the trading  price of Parent  Common Stock be  considered a Parent
  Material Adverse Effect.
  
                    "Parent  Stock  Plans" shall mean  Parent's  1999 Stock Option
  Plan.
  
                    "Permitted  Encumbrances"  shall  mean (i)  liens  for  Taxes,
  assessments  and  other  governmental  charges  not yet due  and  payable,  (ii)
  immaterial unfiled mechanics', workmen's, repairmen's, warehousemen's, carriers'
  or other like liens arising or incurred in the ordinary course of business which
  are not yet due and  payable  and (iii)  equipment  leases  with  third  parties
  entered into in the ordinary course of business.
  
                    "Person" shall mean an individual,  corporation,  partnership,
  limited partnership,  limited liability company,  syndicate,  person (including,
  without  limitation,  a "person" as defined in Section  13(d)(3) of the Exchange
  Act), trust, association,  entity or government or political subdivision, agency
  or instrumentality of a government.
  
                    "Securities  Act" shall mean the  Securities  Act of 1933,  as
  amended, together with the rules and regulations promulgated thereunder.
  
                    "Subsidiary"  shall  mean,  with  respect to any  person,  any
  corporation,  limited  liability  company,  partnership,  joint venture or other
  legal entity of which such person  (either alone or through or together with any
  other subsidiary of such person) owns, directly or indirectly, a majority of the
  stock or other equity interests,  the holders of which are generally entitled to
  vote for the election of the board of directors or other  governing body of such
  corporation or other legal entity.
  
                    "Tax" shall mean (i) any and all taxes, fees, levies,  duties,
  tariffs,  imposts  and  other  charges  of any kind  (together  with any and all
  interest,  penalties,  additions  to tax and  additional  amounts  imposed  with
  respect thereto) imposed by any Governmental Entity or taxing authority ("Taxing
  Authority"),  including,  without limitation,  taxes or other charges on or with
  respect  to income,  franchises,  windfall  or other  profits,  gross  receipts,
  property,  sales,  use,  capital stock,  payroll,  employment,  social security,
  workers'  compensation,  unemployment  compensation or net worth; taxes or other
  charges in the nature of  excise,  withholding,  ad  valorem,  stamp,  transfer,
  value-added or gains taxes;  license,  registration and documentation  fees; and
  customers'  duties,  tariffs and similar  charges;  (ii) any  liability  for the
  payment  of any  amounts  of the type  described  in (i) as a result  of being a
  member of an affiliated, combined, consolidated or unitary group for any taxable
  period; and (iii) any liability for the payment of amounts of the type described
  in (i) or (ii) as a result of being a transferee  of, or a successor in interest
  to, any person or as a result of an express or implied  obligation  to indemnify
  any person.
  
                    "Tax  Return"  shall  mean  any  return,   statement  or  form
  (including, without limitation, any estimated tax reports or return, withholding
  tax  reports or return and  information  report or return)  required to be filed
  with respect to any Taxes.
  
  ARTICLE II.
  
  THE MERGER
  
                    SECTION  2.1.  The  Merger.  Upon the terms and subject to the
  conditions set forth in this Agreement, and in accordance with the NYBCL, at the
  Effective Time (as defined in Section 2.03), Merger Sub shall be merged with and
  into Company.  As a result of the Merger,  the separate  corporate  existence of
  Merger Sub shall cease and Company shall  continue as the surviving  corporation
  of  the  Merger  as  a  wholly  owned   subsidiary  of  Parent  (the  "Surviving
  Corporation").
  
                    SECTION 2.2.  Closing.  Unless this Agreement  shall have been
  terminated and the Merger herein contemplated shall have been abandoned pursuant
  to Section 9.01 and subject to the  satisfaction or waiver of the conditions set
  forth in  Article  VIII,  the  consummation  of the  Merger  shall take place as
  promptly as  practicable  (and in any event  within three  business  days) after
  satisfaction or waiver of the conditions set forth in Article VIII, at a closing
  (the  "Closing")  to be held at the offices of Brobeck,  Phleger & Harrison LLP,
  1633 Broadway,  47th Floor, New York, New York 10019,  unless another date, time
  or place is agreed to by Parent and Company.
  
                    SECTION  2.3.  Effective  Time.  At and  after the time of the
  Closing,  the  parties  shall  cause the  Merger to be  consummated  by filing a
  certificate of merger (the "Certificate of Merger") with the Department of State
  of the State of New York in such form as required by, and executed in accordance
  with the relevant provisions of, the NYBCL (the date and time of such filing, or
  such  later  date and time as may be set forth  therein,  being  the  "Effective
  Time").
  
                    SECTION 2.4. Effect of the Merger.  At the Effective Time, the
  effect of the Merger shall be as provided in the  applicable  provisions  of the
  NYBCL. Without limiting the generality of the foregoing, and subject thereto, at
  the  Effective  Time,  except as otherwise  provided  herein,  all the property,
  rights,  privileges,  powers and franchises of Company and Merger Sub shall vest
  in Company as the Surviving Corporation,  and all debts,  liabilities and duties
  of  Company  and Merger Sub shall  become the debts,  liabilities  and duties of
  Company as the Surviving Corporation.
  
                    SECTION 2.5. Certificate of Incorporation;  Bylaws;  Directors
  and Officers of Surviving  Corporation.  Unless  otherwise  agreed by Parent and
  Company before the Effective Time, at the Effective Time:
  
                      the  Certificate of  Incorporation  and the Bylaws of Merger
           Sub as in effect  immediately  prior to the Effective Time shall be the
           Certificate   of   Incorporation   and  the  Bylaws  of  the  Surviving
           Corporation,  until  thereafter  amended  as  provided  by Law and such
           Certificate of Incorporation or Bylaws; provided, however, that Article
           I of the  Certificate  of  Incorporation  of the Surviving  Corporation
           shall be amended to read as follows:  "The name of the  corporation  is
           MARKET GUIDE INC.";
  
            (a).....the officers of Merger Sub immediately  prior to the Effective
                      Time  shall  serve  in  their  respective   offices  of  the
                      Surviving  Corporation from and after the Effective Time, in
                      each case until their  successors  are elected or  appointed
                      and qualified or until their resignation or removal; and
  
            (b).....the directors of Merger Sub immediately prior to the Effective
                      Time  shall  serve  as  the   directors  of  the   Surviving
                      Corporation  from and after the Effective Time, in each case
                      until  their   successors   are  elected  or  appointed  and
                      qualified or until their resignation or removal.
  
  ARTICLE III.
  
  CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES
  
                    SECTION 3.1. Conversation of Shares. At the Effective time, by
  virtue of the Merger, and without any action on the part of Parent,  Merger Sub,
  Company or the holders of any of the following securities:
  
  (a)  Each share of Common Stock, $.001 par value per share, of Company ("Company
       Common Stock") issued and outstanding immediately before the Effective Time
       (excluding (i) shares of Company Common Stock, if any, held by persons who
       have not voted such shares for approval of the Merger and with respect to
       which such persons shall have perfected dissenters' rights in accordance
       with the NYBCL ("Dissenting Shares"), (ii) those held in the treasury of
       Company, and (iii) those owned by any wholly owned subsidiary of Company)
       and all rights in respect thereof, shall, forthwith cease to exist and be
       converted into and become exchangeable for 1.00 share (the "Exchange
       Ratio") of common stock, $.01 par value, of Parent ("Parent Common Stock").
  
  (b)  Each share of Company  Common  Stock held in the  treasury  of  Company  or
       owned by any  wholly owned subsidiary  of  Company immediately  prior  to
       the  Effective  Time shall be canceled  and retired and no shares of stock
       or other securities of Parent,  the Surviving    Corporation    or   any
       other corporation   shall  be  issuable,   and  no  payment  of  other
       consideration  shall  be made, with respect thereto.
  
  (c)  Each issued and outstanding share of capital stock of Merger Sub shall be
       converted into and become one fully paid and nonassessable share of common
       stock of the Surviving Corporation.  From and after the Effective Time,
       each outstanding certificate theretofore representing shares of Merger Sub
       common stock shall be deemed for all purposes to evidence ownership of and
       to represent the number of shares of Surviving Corporation common stock
       into which such shares of Merger Sub common stock shall have been
       converted.  Promptly after the Effective Time, the Surviving Corporation
       shall issue to Parent a stock certificate representing 100 shares of
       Surviving Corporation common stock in exchange for the certificate that
       formerly represented shares of Merger Sub common stock, which shall be
       surrendered by Parent and cancelled.
  
    TION 3.2.  Exchange of Shares Other than Dissenting Shares and Treasury Shares
  
  (a) Exchange  Agent.  As of the Effective  Time, Parent shall enter into an
      agreement  with a bank or trust company reasonably  acceptable to Company to
      act as exchange  agent for the Merger  (the  "Exchange  Agent")  as  may be
      designated by Parent.
  
  (b) Parent  to  Provide  Common  Stock and Cash. Promptly  after the Effective
      Time,  Parent shall make  available to the Exchange  Agent for the  benefit
      of the  holder of  Company Common  Stock:  (i)  Certificates  of Parent
      Common   Stock    ("Parent    Certificates")representing  the number of
      whole  shares of Parent  Common  Stock  issuable  pursuant to Section  3.01
      (a) in  exchange  for shares of company Common Stock outstanding immediately
      prior  to  the  Effective   Time;  and  (ii) sufficient  funds to permit
      payment in lieu of  fractional  shares  pursuant  to Section  3.04.
  
  (c) Exchange Procedures.  The Exchange Agent shall mail to each holder of record
      of certificates of Company Common Stock ("Company Certificates"), whose
      shares were converted into the right to receive shares of Parent Common
      Stock (and cash in lieu of fractional shares pursuant to Section 3.04)
      promptly after the Effective Time (and in any event no later than three
      business days after the later to occur of the Effective Time and receipt by
      Parent of a complete list from Company of the names and addresses of its
      holders of record):  (i) a form letter of transmittal (which shall specify
      that delivery shall be effected, and risk of loss and title to the Company
      Certificates shall pass, only upon receipt of the Company Certificates by
      the Exchange Agent, and shall be in such form and have such other provisions
      as Parent may reasonably specify); and (ii) instructions for use in
      effecting the surrender of the Company Certificates in exchange for Parent
      Certificates (and cash in lieu of fractional shares).  Upon surrender of a
      Company Certificate for cancellation to the Exchange Agent or to such other
      agent or agents as may be appointed by Parent, together with such letter of
      transmittal, duly completed and validly executed, and such other documents
      as may be reasonably required by the Exchange Agent, the holder of such
      Company Certificate shall be entitled to receive in exchange therefor a
      Parent Certificate representing the number of whole shares of Parent Common
      Stock that such holder has the right to receive pursuant to this Article III
      and payment of cash in lieu of fractional shares which such holder has the
      right to receive pursuant to Section 3.04, and the Company Certificate so
      surrendered shall forthwith be canceled.  Until so surrendered, each
      outstanding CompanyCertificate that, prior to the Effective Time,
      represented shares of Company Common Stock will be deemed from and after the
      Effective Time, for all purposes other than the payment of dividends and
      distributions, to evidence the ownership of the number of full shares of
      Parent Common Stock into which such shares of Company Common Stock shall
      have been so converted and the right to receive an amount in cash in lieu of
      the issuance of any fractional shares in accordance with Section 3.04.
      Notwithstanding any other provision of this Agreement, no interest will be
      paid or will accrue on any cash payable to holders of Company Certificates
      pursuant to the provisions of this Article III.
  
  (d) Distributions With Respect to Unexchanged Shares.  No dividends or other
      distributions with respect to Parent Common Stock with a record date after
      the Effective Time will be paid to the holder of any unsurrendered Company
      Certificate with respect to the shares of Parent Common Stock represented
      thereby until the holder of record of such Company Certificate shall
      surrender such Company Certificate.  Subject to the effect of applicable
      escheat or similar laws, following surrender of any such Company Certificate
      there shall be paid to the record holder of the Parent Certificates issued
      in exchange therefor, without interest, at the time of such surrender, the
      amount of any such dividends or other distributions with a record date after
      the Effective Time theretofore payable (but for the provisions of this
      Section 3.02(d)) with respect to such shares of Parent Common Stock.
  
  (e) Transfer of Ownership.  If any Parent Certificate is to be issued in a name,
      or cash in lieu of fractional shares paid to a person, other than that in
      which the Company Certificate surrendered in exchange therefor is registered
      it will be a condition of the issuance and/or payment thereof that the
      Company Certificate so surrendered will be properly endorsed and otherwise
      in proper form for transfer and that the person requesting such exchange
      will have paid to Parent or any agent designated by it any transfer or other
      taxes required by reason of the issuance of a Parent Certificate for shares
      of Parent Common Stock in any name other than that of the registered holder
      of the Company Certificate surrendered, or established to the satisfaction
      of Parent or any agent designated by it that such tax has been paid or is
      not payable.
  
  (f) Termination of Exchange Agent Funding.  Any portion of funds (including any
      interest earned thereon) or Parent Certificates held by the Exchange Agent
      which have not been delivered to holders of Company Certificates pursuant to
      this Article III within six months after the Effective Time shall promptly
      be paid or delivered, as appropriate, to Parent, and thereafter holders of
      Company Certificates who have not theretofore complied with the exchange
      procedures set forth in and contemplated by this Section 3.02 shall there-
      after look only to Parent (subject to abandoned property, escheat and
      similar laws) only as general creditors thereof for their claim for shares
      of Parent Stock, any cash in lieu of fractional shares of Parent Common
      Stock and any dividends or distributions (with a record date after the
      Effective Time) with respect to Parent Common Stock to which they are
      entitled.
  
  (g) No  Liability.  Notwithstanding  anything to the contrary in this Section
      3.02,  none of the   Exchange    Agent,  the Surviving Corporation  or any
      party  hereto  shall be liable  to  any  person  in  respect of any shares
      of  Parent Common  Stock or cash delivered to a public  official pursuant to
      any applicable  abandoned property,  escheat or similar law.
  
   SECTION 3.3.  Stock Transfer Books.
  
  (a) At the Effective Time, the stock transfer books of Company shall each be
      closed, and there shall be no further registration of transfers of shares of
      Company Common Stock thereafter on the records of any such stock transfer
      books.  In the event of a transfer of ownership of shares of Company Common
      Stock that is not registered in the stock transfer records of Company at the
      Effective Time, a certificate or certificates representing the number of
      full shares of Parent Common Stock into which such shares of Company Common
      Stock shall have been converted shall be issued to the transferee together
      with a cash payment in lieu of fractional shares, if any, in accordance with
      Section 3.04 hereof, and a cash payment in the amount of dividends, if any,
      in accordance with Section 3.02(d) hereof, if the certificate or
      certificates representing such shares of Company Common Stock is or are
      surrendered as provided in Section 3.02(c) hereof, accompanied by all
      documents required to evidence and effect such transfer and by evidence of
      payment of any applicable stock transfer tax.
  
  (b) Notwithstanding  anything  to  the  contrary herein, certificates
      surrendered   for exchange  by  any  person   constituting  an affiliate of
      Company  shall not be exchanged until Parent shall have  received  from such
      Person an  affiliate  letter as  provided in Section 7.03.
  
                    SECTION 3.4. No  Fractional  Share  Certificates.  No scrip or
  fractional  share  Parent  Certificate  shall be issued upon the  surrender  for
  exchange of Company Certificates,  and an outstanding  fractional share interest
  shall not  entitle the owner  thereof to vote,  to receive  dividends  or to any
  rights of a stockholder  of Parent or of Surviving  Corporation  with respect to
  such  fractional  share  interest.  As promptly  as  practicable  following  the
  Effective  Time,  Parent shall deposit with the Exchange Agent an amount in cash
  sufficient  for the Exchange Agent to pay each holder of Company Common Stock an
  amount in cash, rounded to the nearest whole cent, equal to the product obtained
  by  multiplying  (i) the  fractional  share  interest to which such holder would
  otherwise be entitled  (after  taking into account all shares of Company  Common
  Stock  held at the  Effective  Time by such  holder)  by (ii) the Final  Average
  Closing Price. As soon as practicable  after the  determination of the amount of
  cash, if any, to be paid to holders of Company  Common Stock with respect to any
  fractional  share  interests,  the  Exchange  Agent  shall make  available  such
  amounts,  net of any  required  withholding  taxes,  to such  holders of Company
  Common  Stock,  subject  to and in  accordance  with the terms of  Section  3.02
  hereof.
  
                    SECTION 3.5.  Options to Purchase Company Common Stock. At the
  Effective  Time,  the Company Stock Plans and each option  granted by Company to
  purchase  shares of Company  Common Stock pursuant to the Company Stock Plans or
  otherwise listed on Schedule 3.05 of the Company  Disclosure  Schedule ("Company
  Stock Options"),  which is outstanding and unexercised  immediately prior to the
  Effective  Time,  shall be  assumed by Parent  and  converted  into an option or
  warrant,  as the case may be, to purchase  shares of Parent Common Stock in such
  number and at such exercise  price as provided  below and  otherwise  having the
  same terms and conditions as in effect  immediately  prior to the Effective Time
  (except  to the extent  that such  terms,  conditions  and  restrictions  may be
  altered in  accordance  with their terms as a result of the Merger  contemplated
  hereby and except  that all  references  in each such  Company  Stock  Option to
  Company shall be deemed to refer to Parent):
  
                    the number of shares of Parent  Common  Stock to be subject to
           the new option or  warrant,  as the case may be,  shall be equal to the
           product of (x) the number of shares of Company  Common Stock subject to
           the original  Company Stock Option  immediately  prior to the Effective
           Time and (y) the Exchange Ratio;
  
                    the exercise  price per share of Parent Common Stock under the
           new  option or  warrant  shall be equal to (x) the  exercise  price per
           share of Company  Common  Stock in effect  under the  original  Company
           Stock Option immediately prior to the Effective Time divided by (y) the
           Exchange Ratio; and
  
                    in effecting  such  assumption and  conversion,  the aggregate
           number of shares of Parent  Common  Stock to be subject to each assumed
           Company Stock Option will be rounded  down,  if necessary,  to the next
           whole share and the  aggregate  exercise  price shall be rounded up, if
           necessary, to the next whole cent.
  
           The  adjustments  provided  herein with respect to any options that are
  "incentive  stock  options"  (as  defined in Section  422 of the Code)  shall be
  effected in a manner  consistent with the  requirements of Section 424(a) of the
  Code.  Pursuant to the terms of the Company  Stock Plans,  the execution of this
  Agreement will result in accelerated  vesting of all such options as of the date
  hereof.
  
                    SECTION 3.6. Certain Adjustments.  If between the date of this
  Agreement and the Effective  Time, (a) the  outstanding  shares of Parent Common
  Stock or Company Common Stock shall be changed into a different number of shares
  by reason of any reclassification,  recapitalization,  split-up,  combination or
  exchange of shares,  or any dividend  payable in stock or other securities shall
  be declared thereon with a record date within such period,  or (b) the number of
  shares of Company  Common  Stock on a fully  diluted  basis is in excess of that
  specified  in  Section  4.03  and  disclosed  in  Schedule  4.03 of the  Company
  Disclosure  Schedule  (regardless  of  whether  such  excess  is a result  of an
  additional  issuance of capital stock except as otherwise  permitted pursuant to
  this Agreement or a correction to such  Sections),  and if such excess number of
  shares of  Company  Common  Stock  exceeds 1% of the number of shares of Company
  Common Stock  specified in Section  4.03 and  disclosed in Schedule  4.03 of the
  Company  Disclosure   Schedule,   then,  in  either  case,  the  Exchange  Ratio
  established  pursuant  to the  provisions  of  Section  3.01  shall be  adjusted
  accordingly  to provide to Parent the same economic  effect as  contemplated  by
  this  Agreement  prior  to such  reclassification,  recapitalization,  split-up,
  combination, exchange, dividend or increase.
  
                    SECTION 3.7.  Dissenters'  Rights. Any Dissenting Shares shall
  not be converted  into,  or be  exchangeable  for,  the right to receive  Parent
  Common  Stock but shall  instead be  converted  into the right to  receive  such
  consideration  as may be  determined  to be due with respect to such  Dissenting
  Shares  pursuant to New York Law unless and until such holder  shall have failed
  to perfect or shall have  effectively  withdrawn  or lost his right of appraisal
  and payment,  as the case may be. Company shall give Parent prompt notice of any
  Dissenting  Shares (and shall also give Parent prompt notice of any  withdrawals
  of such demands for appraisal  rights) and Parent shall have the right to direct
  all negotiations  and proceedings with respect to such demands.  Neither Company
  nor the Surviving  Corporation  shall,  except with the prior written consent of
  Parent,  voluntarily  make any  payments  with respect to, or settle or offer to
  settle,  any such demand for appraisal rights. If, after the Effective Time, any
  Dissenting  Shares shall lose their status as  Dissenting  Shares,  Parent shall
  issue  and  deliver,  upon  surrender  by such  shareholder  of  certificate  or
  certificates  representing shares of Company Capital Stock, the number of shares
  of Parent  Common Stock to which such  shareholder  would  otherwise be entitled
  pursuant to this Article III.
  
                    SECTION 3.8. Lost,  Stolen or Destroyed  Certificates.  In the
  event any Company  Certificates  shall have been lost, stolen or destroyed,  the
  Exchange  Agent  shall  issue in  exchange  for such lost,  stolen or  destroyed
  Company Certificates, upon the making of an affidavit of that fact by the holder
  thereof,  such  shares of Parent  Common  Stock (and cash in lieu of  fractional
  shares) as may be required  pursuant to Section 3.01,  provided,  however,  that
  Parent  may, in its  discretion  and as a condition  precedent  to the  issuance
  thereof,   require  the  owner  of  such  lost,   stolen  or  destroyed  Company
  Certificates  to  indemnify  Parent  against any claim that may be made  against
  Parent,  the  Surviving  Corporation  or the Exchange  Agent with respect to the
  Company Certificates alleged to have been lost, stolen or destroyed.
  
                    SECTION 3.9. Taking of Necessary Action;  Further Action.  If,
  at any time  after the  Effective  Time,  any  further  action is  necessary  or
  desirable to carry out the purposes of this  Agreement and to vest the Surviving
  Corporation  with full right,  title and  possession  to all  assets,  property,
  rights, privileges, powers and franchises of Company, the officers and directors
  of Company are fully authorized in the name of their corporation or otherwise to
  take,  and will use good faith  efforts to take,  all such lawful and  necessary
  action, so long as such action is not inconsistent with this Agreement.
  
  ARTICLE IV.
  
  REPRESENTATIONS AND WARRANTIES OF COMPANY
  
                    Company  hereby  represents  and warrants to Parent and Merger
  Sub, subject to the exceptions  specifically disclosed in writing in the Company
  Disclosure  Schedule,  all  such  exceptions  to  be  referenced  to a  specific
  representation set forth in this Article IV, that:
  
                    SECTION 4.1.  Organization and Qualification; Subsidiaries
  
  (a) Each of Company and each directly and indirectly owned subsidiary of Company
      (the "Company Subsidiaries") has been duly organized and is validly existing
      and in good standing (to the extent applicable) under the laws of the
      jurisdiction of its incorporation or organization, as the case may be, and
      has the requisite corporate power and authority to own, lease and operate
      its properties and to carry on its business as it is now being conducted.
      Company and each Company Subsidiary is duly qualified or licensed to do
      business, and is in good standing (to the extent applicable), in each
      jurisdiction where the character of the properties owned, leased or operated
      by it or the nature of its business makes such qualification or licensing
      necessary, except for such failures to be so qualified or licensed and in
      good standing that could not reasonably be expected to have, individually or
      in the aggregate, a Company Material Adverse Effect.
  
  (b) Schedule 4.01 of the Company Disclosure Schedule sets forth, as of the date
      of this Agreement, a true and complete list of each Company Subsidiary,
      together with (i) the jurisdiction of incorporation or organization of each
      Company Subsidiary and the percentage of each Company Subsidiary's out-
      standing capital stock or other equity interests owned by Company or another
      Company Subsidiary and (ii) an indication of whether each Company Subsidiary
      is a "Significant Subsidiary" as defined in Regulation S-X under the
      Exchange Act.  Except as set forth in Schedule 4.01 of the Company
      Disclosure Schedule, neither Company nor any Company Subsidiary owns an
      equity interest in any partnership or joint venture arrangement or other
      business entity.
  
                    SECTION 4.2.  Certificate  of  Incorporation  and Bylaws.  The
  copies of Company's certificate of incorporation and bylaws previously presented
  to Parent by  Company  are true,  complete  and  correct  copies  thereof.  Such
  certificate of incorporation and bylaws are in full force and effect. Company is
  not in violation of any of the provisions of its certificate of incorporation or
  bylaws.
  
                    SECTION 4.3.  Capitalization
  
  (a) The authorized capital stock of Company consists of 20,000,000 shares of
      Company Common Stock and no shares of preferred stock ("Company Preferred
      Stock").  As of the date hereof, (i) 4,801,380 shares of Company Common
      Stock are issued and outstanding, all of which are validly issued, fully
      paid and nonassessable, (ii) no shares of Company Common Stock are held in
      the treasury of Company, (iii) no shares of Company Common Stock are held by
      Company Subsidiaries, (iv) 850,000 shares of Company Common Stock are
      reserved for future issuance pursuant to Company Stock Options, (v) no
      shares of Company Preferred Stock are outstanding, and (vi) 125,000 shares
      of Company Common Stock are reserved for issuance pursuant to Company's
      Employee Stock Purchase Plan (the "Company ESPP"), of which 57,788 shares
      have been issued.  The name of each holder of a Company Stock Option, the
      grant date of each Company Stock Option, the number of shares of Company
      Common Stock for which each Company Stock Option is exercisable, the vesting
      or exercise schedule and the exercise price of each Company Stock Option are
      set forth in Schedule 4.03 of the Company Disclosure Schedule.  Except for
      shares of Company Common Stock issuable pursuant to Company Stock Plans and
      the Company ESPP and as otherwise set forth in Schedule 4.03 of the Company
      Disclosure Schedule, there are no options, warrants or other rights,
      agreements, arrangements or commitments of any character to which Company or
      any Company Subsidiary is a party or by which Company or any Company
      Subsidiary is bound relating to the issued or unissued capital stock of
      Company or any Company Subsidiary or obligating Company or any Company
      Subsidiary to issue or sell any shares of capital stock of, or other equity
      interests in, Company or any Company Subsidiary.  All shares of Company
      Common Stock subject to issuance as aforesaid, upon issuance prior to the
      Effective Time on the terms and conditions specified in the instruments
      pursuant to which they are issuable, will be duly authorized, validly issued
      fully paid and nonassessable.  There are no outstanding contractual
      obligations of Company or any Company Subsidiary to repurchase, redeem or
      otherwise acquire any shares of Company Common Stock or any capital stock of
      any Company Subsidiary.  Each outstanding share of capital stock of each
      Company Subsidiary is duly authorized, validly issued,fully paid and non-
      assessable and each such share owned by Company or another Company
      Subsidiary is free and clear of all security interests, liens, claims,
      pledges, options, rights of first refusal, agreements, limitations on
      Company's or such other Company Subsidiary's voting rights, charges and
      other encumbrances of any nature whatsoever.  There are no material
      outstanding contractual obligations of Company or any Company Subsidiary to
      provide funds to, or make any material investment (in the form of a loan,
      capital contribution or otherwise) in, any Company Subsidiary or any other
      entity or person.
  
  (b) The  officers and  directors of Company,  in the aggregate, own  of record
      and beneficially  more  than  forty-one  percent (41%)   of   the   Company
      Common   Stock outstanding, on a fully-diluted basis.
  
                    SECTION 4.4. Authority Relative to This Agreement. Company has
  all  necessary  corporate  power and  authority  to  execute  and  deliver  this
  Agreement,  to  perform  its  obligations  hereunder,   and  to  consummate  the
  transactions  contemplated  hereby. The execution and delivery of this Agreement
  by Company  and the  consummation  by Company of the  transactions  contemplated
  hereby have been duly and validly authorized by all necessary  corporate action,
  and no other  corporate  proceedings  on the part of Company  are  necessary  to
  authorize this Agreement or to consummate the transactions  contemplated  hereby
  (other than,  with respect to the Merger,  the approval of this Agreement by the
  holders of two-thirds of the outstanding shares of Company Common Stock entitled
  to vote with respect thereto at the Company Stockholders' Meeting (as defined in
  Section 7.01),  and the filing and  recordation of the  Certificate of Merger as
  required by the DGCL).  This  Agreement  has been duly executed and delivered by
  Company and, assuming the due authorization, execution and delivery by the other
  parties hereto,  constitutes the legal, valid and binding obligation of Company,
  enforceable  against Company in accordance with its terms,  except to the extent
  that enforceability hereof may be limited by applicable bankruptcy,  insolvency,
  reorganization  or other similar laws  affecting the  enforcement  of creditors'
  rights  generally  and by principles of equity  regarding  the  availability  of
  remedies.
  
                    SECTION 4.5.  No Conflict; Required Filings and Consents.
  
  (a)  The execution and delivery of this Agreement by Company do not, and the
       performance by Company of its obligations hereunder, and the consummation
       of the Merger will not, (i) conflict with or violate any provision of the
       certificate of incorporation or bylaws of Company or any equivalent
       organizational documents of any Company Subsidiary, (ii) assuming that all
       filings and notifications described in Section 4.05(b) have been made,
       conflict with or violate any Law applicable to Company or any Company
       Subsidiary or by which any property or asset of Company or any Company
       Subsidiary is bound or affected or (iii) except as otherwise set forth on
       Schedule 4.05(a) of the Company Disclosure Schedule, result in any breach
       of or constitute a default (or an event which with the giving of notice or
       lapse of time or both could reasonably be expected to become a default)
       under, or give to others any right of termination, amendment, acceleration
       or   cancellation of, or result in the creation of a lien or other
       encumbrance on any property or asset of Company or any Company Subsidiary
       pursuant to, any material note, bond, mortgage, indenture, contract,
       agreement, lease, license, permit, franchise or other instrument or
       obligation.
  
  (b)  The execution and delivery of this Agreement by Company do not,  and the
       performance  by Company of its obligations hereunder and the consummation
       of the Merger will not, require any  consent,  approval,   authorization or
       permit  of,  or filing  by  Company  with or notification by Company to,
       any Governmental Entity,   except   pursuant  to   applicable requirements
       of  the  Exchange   Act,  the Securities Act, Blue Sky Laws, the rules and
       regulations   of  the  NSCM,  the  premerger notification  requirements  of
       the HSR  Act, and  the  filing  and   recordation  of  the Certificate  of
       Merger as  required  by the NYBCL.
  
                    SECTION 4.6.  Permits;  Compliance with Laws.  Company and the
  Company   Subsidiaries   are   in   possession   of  all   franchises,   grants,
  authorizations,   licenses,   establishment  registrations,   product  listings,
  permits,  approvals and orders of any Governmental  Entity necessary for Company
  or any Company Subsidiary to own, lease and operate its properties and assets or
  otherwise to carry on its business as it is now being  conducted  (collectively,
  the  "Company  Permits"),  and,  as of the date of this  Agreement,  none of the
  Company  Permits has been  suspended or cancelled nor is any such  suspension or
  cancellation  pending  or, to the  knowledge  of  Company,  threatened.  Neither
  Company  nor any  Company  Subsidiary  is in  conflict  with,  or in  default or
  violation of, (i) any Law applicable to Company or any Company  Subsidiary or by
  which any  property  or asset of Company or any Company  Subsidiary  is bound or
  affected or (ii) any Company  Permits,  except for such  conflicts,  defaults or
  violations that could not reasonably be expected to have, individually or in the
  aggregate,  a Company  Material  Adverse  Effect.  Schedule  4.06 of the Company
  Disclosure  Schedule sets forth, as of the date of this Agreement,  all actions,
  proceedings,  investigations or surveys pending or, to the knowledge of Company,
  threatened  against Company or any Company  Subsidiary that could  reasonably be
  expected  to result  in the  suspension  or  cancellation  of any other  Company
  Permit.  Since March 1, 1996,  neither  Company nor any Company  Subsidiary  has
  received from any Governmental  Entity any written  notification with respect to
  possible conflicts, defaults or violations of Laws.
  
                    SECTION 4.7.  SEC Filings; Financial Statements.
  
  (a)  Company has timely filed all forms, reports, statements and documents
       required to be filed by it (A) with the SEC and the NSCM since January 1,
       1995 (collectively, together with any such forms, reports, statements and
       documents Company may file subsequent to the date hereof until the Closing,
       the "Company Reports") and (B) since January 1, 1995 with any other
       Governmental Entities.  Each Company Report (i) was prepared in accordance
       with the requirements of the Securities Act, the Exchange Act or the rules
       and regulations of the NSCM, as the case may be, and (ii) did not at the
       time it was filed contain any untrue statement of a material fact or omit
       to state a material fact required to be stated therein or necessary in
       order to make the statements made therein, in the light of the circum-
       stances under which they were made, not misleading.  Each form, report,
       statement and document referred to in clause (B) of this paragraph was
       prepared in all material respects in accordance with the requirements of
       applicable Law.  No Company Subsidiary is subject to the periodic reporting
        requirements of the Exchange Act or required to file any form, report or
       other document with the SEC, the NSCM, any other stock exchange or any
       other comparable Governmental Entity.
  
  (b)  Each of the consolidated financial statements (including, in each case, any
       notes thereto) contained in the Company Reports was prepared in accordance
       with U.S. GAAP applied on a consistent basis throughout the periods
       indicated (except as may be indicated in the notes thereto) and each
       presented fairly the consolidated financial position of Company and the
       Company Subsidiaries as at the respective dates thereof, and their consol-
       idated results of operations, stockholders' equity and cash flows for the
       respective periods indicated therein, except as otherwise noted therein
       (subject, in the case of unaudited statements, to normal and recurring
       immaterial year-end adjustments).
  
  (c)  Except  as and to the  extent  set  forth or reserved against on the
       consolidated balance sheet   of   Company  and  the Company Subsidiaries
       as of  February  28,  1999  as reported  in the  Company  Reports,  none of
       Company or any  Company  Subsidiary  has any liabilities  or  obligations
       of any  nature (whether  accrued,  absolute,  contingent or otherwise) that
       would  be  required  to be reflected  on a  balance  sheet  or in notes
       thereto  prepared  in  accordance  with U.S. GAAP,  except for liabilities
       or obligations incurred in the ordinary  course of business consistent with
       past practice since February 28, 1999.
  
                    SECTION 4.8.  Absence of Certain Changes or Events.  Except as
  otherwise set forth on Schedule 4.08 of the Company Disclosure  Schedule,  since
  February 28, 1999,  Company and the Company  Subsidiaries  have conducted  their
  businesses only in the ordinary course  consistent with past practice and, since
  such date, there has not been (i) any Company Material Adverse Effect,  (ii) any
  event that could  reasonably  be  expected  to prevent or  materially  delay the
  performance  of  Company's  obligations  pursuant  to  this  Agreement  and  the
  consummation  of the Merger by Company,  (iii) any material change by Company in
  its accounting methods,  principles or practices, (iv) any declaration,  setting
  aside or payment of any  dividend  or  distribution  in respect of the shares of
  Company Common Stock or any redemption,  purchase or other acquisition of any of
  Company's  securities,  (v) except in the ordinary course of business consistent
  with  past  practice,   any  increase  in  the   compensation   or  benefits  or
  establishment  of  any  bonus,  insurance,   severance,  deferred  compensation,
  pension,   retirement,   profit  sharing,   stock  option  (including,   without
  limitation,   the  granting  of  stock  options,   stock  appreciation   rights,
  performance awards or restricted stock awards), stock purchase or other employee
  benefit plan,  or any other  increase in the  compensation  payable or to become
  payable to any executive officers of Company or any Company Subsidiary, (vi) any
  issuance  or sale of any  stock,  notes,  bonds or other  securities  other than
  pursuant  to the  exercise  of  outstanding  securities,  or  entering  into any
  agreement with respect thereto, (vii) any amendment to the Company's certificate
  of  incorporation  or  bylaws,  (viii)  other  than in the  ordinary  course  of
  business, any (x) purchase, sale, assignment or transfer of any material assets,
  (y) mortgage,  pledge or the  institution of any lien,  encumbrance or charge on
  any material assets or properties,  tangible or intangible, except for liens for
  taxes not yet delinquent and such other liens,  encumbrances or charges which do
  not,  individually or in the aggregate,  have a Company Material Adverse Effect,
  or (z) waiver of any rights of material  value or  cancellation  or any material
  debts or claims,  (ix) any  incurrence  of any material  liability  (absolute or
  contingent),  except for current  liabilities  and  obligations  incurred in the
  ordinary course of business consistent with past practice, (x) any incurrence of
  any damage,  destruction  or similar loss,  whether or not covered by insurance,
  materially  affecting  the  business  or  properties  of Company or any  Company
  Subsidiary, or (xi) any entering into any transaction of a material nature other
  than in the ordinary course of business, consistent with past practices.
  
                    SECTION 4.9.  Employee Benefit Plans, Labor Matters.
  (a)  With respect to each employee benefit fund, plan, program, arrangement and
       contract (including, without limitation, any "pension" plan, fund or
       program, as defined in Section 3(2) of ERISA, and any "employee benefit
       plan", as defined in Section 3(3) of ERISA) maintained, sponsored or
       contributed to or required to be contributed to by Company or any Company
       Subsidiary or other trade or business (whether or not incorporated) treated
       as a single employer with Company (a "Company ERISA Affiliate") pursuant to
       Code Section 414(b), (c), (m) or (o) is a party, or with respect to which
       Company or any Company ERISA Affiliate could incur liability under Section
       4069, 4212(c) or 4204 of ERISA or Section 412 of the Code, or to which
       Company or any Company ERISA Affiliate is a party  (the "Company Benefit
       Plans"), Company has delivered or made available to Parent a true, complete
       and correct copy of (i) such Company Benefit Plan and the most recent
       summary plan description related to such Company Benefit Plan, if a summary
       plan description is required therefor, (ii) each trust agreement or other
       funding arrangement relating to such Company Benefit Plan, (iii) the most
       recent annual report (Form 5500) filed with the IRS) with respect to such
       Company Benefit Plan, (iv) the most recent actuarial report or financial
       statement relating to such Company Benefit Plan and (v) the most recent
       determination letter issued by the IRS with respect to such Company Benefit
       Plan, if it is qualified under Section 401(a) of the Code. Neither Company
       nor any Company Affiliate has any express or implied commitment, whether
       legally enforceable or not, to modify, change or terminate any Company
       Benefit Plan, other than with respect to a modification, change or
       termination required by ERISA or the Code.
  
  (b)  Each Company Benefit Plan has been administered in all material respects in
       accordance with its terms and all applicable laws, including, without
       limitation, ERISA and the Code, and all contributions required to be made
       under the terms of any of the Company Benefit Plans as of the date of this
       Agreement have been timely made or have been reflected on the most recent
       consolidated balance sheet filed or incorporated by reference in the
       Company Reports prior to the date of this Agreement.  With respect to the
       Company Benefit Plans, no event has occurred and, to the knowledge of
       Company, there exists no condition or set of circumstances in connection
       with which Company or any Company ERISA Affiliate could be subject to any
       material liability (other than for routine benefit liabilities) under the
       terms of such Company Benefit Plans, ERISA, the Code or any other
       applicable Law.
  
  (c)  Company on behalf of itself and all of the Company ERISA Affiliates hereby
       represents that:  (i)each Company Benefit Plan which is intended to be
       qualified under Section 401(a) of the Code or Section 401(k) of the Code
       has received or is currently awaiting receipt of a favorable determination
       letter from the IRS as to its qualified status under the Code, and each
       trust established in connection with any Company which is intended to be
       exempt from federal income taxation under Section 501(a) of the Code has
       received a determination letter from the IRS that it is so exempt, and to
       Company's knowledge no fact or event has occurred since the date of such
       determination letter from the IRS to adversely affect the qualified status
       of any such Company Benefit Plan or the exempt status of any such trust;
       (ii) to Company's knowledge there has been no prohibited transaction
       (within the meaning of Section 406 of ERISA or Section 4975 of the Code)
       with respect to any Company Benefit Plan; (iii) each Company Benefit Plan
       can be amended, terminated or otherwise discontinued after the Effective
       Time in accordance with its terms, without liability, other than (A)
       liability for ordinary administrative expenses typically incurred in a
       termination event or (B) if the Company Benefit Plan is a pension benefit
       plan subject to Part 2 of Title I of ERISA, liability for the accrued
       benefits as of the date of such termination (if and to the extent required
       by ERISA) to the extent that either there are sufficient assets set aside
       in a trust or insurance contract to satisfy such liability or such
       liability is reflected on the most recent consolidated balance sheet filed
       or incorporated by reference in the Company Reports prior to the date of
       this Agreement.  No suit, administrative proceeding, action or other
       litigation has been brought, or to the knowledge of Company is threatened,
       against or with respect to any such Company Benefit Plan, including any
       audit or inquiry by the Internal Revenue Service or United States
       Department of Labor (other than routine benefits claims).
  
  (d)  No Company Benefit Plan is a multiemployer pension plan (as defined in
       Section 3(37) of ERISA) or other pension plan subject to Title IV of ERISA
       and neither the Company nor any Company ERISA Affiliate has sponsored or
       contributed to or been required to contribute to a multiemployer pension
       plan or other pension plan subject to Title IV of ERISA.  No material
       liability under Title IV of ERISA has been incurred by Company or any
       Company ERISA Affiliate that has not been satisfied in full, and no
       condition exists that presents a material risk to Company or any Company
       ERISA Affiliate of incurring or being subject (whether primarily, jointly
       or secondarily) to a material liability thereunder.  None of the assets of
       Company or any Company ERISA Affiliate is, or may reasonably be expected to
       become, the subject of any lien arising under ERISA or Section412(n) of the
       Code.
  
  (e)  With respect to each Company Benefit Plan required to be set forth in the
       Company Disclosure Schedule that is subject to Title IV or Part 3 of Title
       I of ERISA or Section 412 of the Code, (i) no reportable event (within the
       meaning of Section 4043 of ERISA, other than an event that is not required
       to be reported before or within 30 days of such event) has occurred or is
       expected to occur, (ii) there was not an accumulated funding deficiency
       (within the meaning of Section 302 of ERISA or Section 412 of the Code),
       whether or not waived, as of the most recently ended plan year of such
       Company Benefit Plan; and (iii) there is no "unfunded benefit liability"
       (within the meaning of Section 4001(a)(18) of ERISA).
  
  (f)  Company has scheduled on Schedule 4.09(f) of the Company Disclosure
       Schedule and has delivered to Parent true, complete and correct copies of
       (i) all employment agreements with officers and all consulting agreements
       of Company and each Company ERISA Affiliate providing for annual
       compensation in excess of $100,000, (ii) all severance plans, agreements,
       programs and policies of Company and each Company ERISA Affiliate with or
       relating to their respective employees, directors or consultants, and (iii)
       all plans, programs, agreements and other arrangements of Company and each
       Company ERISA Affiliate with or relating to their respective employees,
       directors or consultants which contain "change of control" provisions.
       Except as set forth in Schedule 4.09(f)of the Company Disclosure Schedule,
       which discloses the Company's estimate of excess parachute payments based
       on assumptions described therein, no payment or benefit which will be made
       by Company or any Company ERISA Affiliate under any Company Benefit Plan or
       other arrangement will constitute an excess parachute payment under Code
       Section 280(G)(1), and the consummation of the transactions contemplated by
       this Agreement will not individually or in conjunction with any other
       possible event (including termination of employment) (i) entitle any
       current or former employee orother service provider of Company or any
       Company ERISA Affiliate to severance benefits or any other payment,
       compensation or benefit (including forgiveness of indebtedness), except as
       expressly provided by this Agreement, or (ii) accelerate the time of
       payment or vesting, or increase the amount of compensation or benefit due
       any such employee or service provider.
  
  (g)  Neither Company nor any Company Subsidiary is a party to any collective
       bargaining or other labor union contract applicable to persons employed by
       Company or any Company Subsidiary and no collective bargaining agreement is
       being negotiated by Company or any Company Subsidiary.  As of the date of
       this Agreement, there is no labor dispute, strike or work stoppage against
       Company or any Company Subsidiary pending or, to the knowledge of Company,
       threatened which may interfere with the respective business activities of
       Company or any Company Subsidiary.  As of the date of this Agreement, to
       the knowledge of Company, none of Company, any Company Subsidiary, or any
       of their respective representatives or employees has committed any unfair
       labor practice in connection with the operation of the respective
       businesses of Company or any Company Subsidiary, and there is no charge or
       complaint against Company or any Company Subsidiary by the National Labor
       Relations Board or any comparable Governmental Entity pending or threatened
       in writing.
  
  (h)  Except  as   required  by  Law,  no  Company  Benefit Plan  provides any of
       the  following retiree or  post-employment  benefits to any person:
       medical,    disability   or   life insurance benefits.  To Company's
       knowledge, Company and the Company ERISA Affiliates are in compliance  with
       (i) the  requirements of the applicable  health care continuation and
       notice   provisions   of  the   Consolidated Omnibus  Budget Reconciliation
       Act of 1985 ("COBRA")  and  the  regulations  (including proposed
       regulations)  thereunder  and (ii) the  applicable  requirements  of the
       Health Insurance Portability and Accountability Act of 1996 and the
       regulations  (including the proposed regulations) thereunder.
  
                    SECTION 4.10.  Pooling;  Certain Tax Matters.  Neither Company
  nor, to the knowledge of Company,  any of its  affiliates has taken or agreed to
  take any action (other than actions  contemplated  by this Agreement) that could
  reasonably  be  expected  to prevent  (a) the  Merger  from  being  treated  for
  accounting purposes as a "pooling of interests" in accordance with U.S. GAAP and
  the  accounting  standards  of the SEC or (b) the  Merger  from  constituting  a
  "reorganization"  under  Section  368 of the Code.  Company  is not aware of any
  agreement or plan to which Company or any of its  affiliates is a party or other
  circumstances relating to Company or any of its affiliates that could reasonably
  be  expected  to  prevent  the Merger  from  being so  treated as a "pooling  of
  interests" or from so qualifying  as a  reorganization  under Section 368 of the
  Code.
  
                    SECTION  4.11.   Contracts.   Schedule  4.11  of  the  Company
  Disclosure  Schedule  sets forth a list of each  contract or  agreement  that is
  material to the business, assets, liabilities, financial condition or results of
  operations  of  Company  and  Company  Subsidiaries  taken as a whole  (each,  a
  "Material  Contract").  Except  as set  forth in  Schedule  4.11 of the  Company
  Disclosure  Schedule,  neither Company nor any Company Subsidiary is in material
  violation of or default under (nor does there exist any condition which with the
  passage of time or the giving of notice  could  reasonably  be expected to cause
  such a material  violation  of or default  under) any  Material  Contract.  Each
  Material Contract is in full force and effect and is a legal,  valid and binding
  obligation of Company or a Company  Subsidiary and, to the knowledge of Company,
  each of the other parties  thereto,  enforceable  in accordance  with its terms,
  except to the extent that  enforceability  thereof may be limited by  applicable
  bankruptcy,  insolvency,  reorganization  or other  similar laws  affecting  the
  enforcement of creditors' rights generally and by principles of equity regarding
  the availability of remedies.
  
                    SECTION 4.12.  Litigation.  There is no suit,  claim,  action,
  proceeding or investigation pending or, to the knowledge of Company,  threatened
  against Company or any Company  Subsidiary that could  reasonably be expected to
  have,  individually or in the aggregate,  a Company  Material  Adverse Effect or
  materially  interfere  with  Company's  ability to consummate  the  transactions
  contemplated  herein.  Company is not aware of any facts or circumstances  which
  could reasonably be expected to result in the denial of insurance coverage under
  policies  issued to Company and Company  Subsidiaries  in respect of such suits,
  claims, actions, proceedings and investigations, except in any case as could not
  reasonably  be expected to have,  individually  or in the  aggregate,  a Company
  Material Adverse Effect.  Neither Company nor any Company  Subsidiary is subject
  to any outstanding order,  writ,  injunction or decree which could reasonably be
  expected to have,  individually or in the aggregate,  a Company Material Adverse
  Effect  or  materially  interfere  with  Company's  ability  to  consummate  the
  transactions contemplated herein.
  
                    SECTION  4.13.  Environmental  Matters.  Except  as could  not
  reasonably  be expected to have,  individually  or in the  aggregate,  a Company
  Material  Adverse  Effect,  (i)  Company  and the  Company  Subsidiaries  are in
  compliance  with  all  applicable  Environmental  Laws and all  Company  Permits
  required by  Environmental  Laws; (ii) all past  noncompliance of Company or any
  Company  Subsidiary with  Environmental  Laws or Environmental  Permits has been
  resolved without any pending,  ongoing or future obligation,  cost or liability;
  and (iii) neither  Company nor any Company  Subsidiary  has released a Hazardous
  Material at, or  transported a Hazardous  Material to or from, any real property
  currently  or  formerly  owned,  leased or  occupied  by Company or any  Company
  Subsidiary, in violation of any Environmental Law.
  
                    SECTION 4.14.  Intellectual Property.
  
  (a)  All trademarks, trade names, service marks, trade dress, and all goodwill
       associated with any of the foregoing,  patents, Internet domain names,
       copyrights and any renewal rights therefor,  technology, supplier lists,
       trade secrets, know-how, computer software programs or applications in both
       source and object code form, technical documentation of such software
       programs, registrations and applications for any of the foregoing and all
       other tangible or intangible proprietary information or materials that are
       or have been used (including without limitation in the development of)
       Company's business and/or in any product, technology or process (i)
       currently being or formerly manufactured, published or marketed by Company
       or (ii) previously or currently under development for possible future
       manufacturing, publication, marketing or other use by Company are herein-
       after referred to as the "Company Intellectual Property."
  
  (b) The Company Disclosure Schedule contains a true and complete list of
       Company's patents, patent applications, trademarks, trademark applications,
       trade names, service marks, service mark applications, Internet domain
       names, Internet domain name applications, copyrights and copyright
       registrations and applications all such existing worldwide, owned by
       Company and includes details of all due dates for further filings,
       maintenance, payments or other actions falling due within twelve (12)
       months of the Closing Date.  All of Company's patents, patent applications,
       registered trademarks, and trademark applications, and registered
       copyrights remain in good standing with all fees and filings due as of the
       Closing Date duly made and the due dates specified in the Company
       Disclosure Schedule are accurate and complete.
  
  (c)  The Company Intellectual Property consists solely of items and rights which
       are: (i) owned by Company; or (ii) rightfully used by Company pursuant to a
       valid license (the "Company Licensed Intellectual Property"), the parties
       and date of each such license agreement and each material agreement in
       which Company is the licensor or owner of the subject rights in the
       agreement being set forth on Schedule 4.14(c) of the Company Disclosure
       Schedule.  Company has all rights in Company Intellectual Property
       necessary to carry out Company's current activities (and had all rights
       necessary to carry out its former activities at the time such activities
       were being conducted), including without limitation, to the extent required
       to carry out such activities, rights to make, use, reproduce, modify,
       adopt, create derivative works based on, translate, distribute (directly
       and indirectly), transmit, display and perform publicly, license, rent and
       lease and, other than with respect to the Company Licensed Intellectual
       Property, assign and sell, the Company Intellectual Property.
  
  (d)  The reproduction, manufacturing, distribution, licensing, sublicensing or
       sale of any Company Intellectual Property, now used or offered or proposed
       for use, licensing or sale by Company does not infringe on any patent,
       copyright, trademark, service mark, trade name, trade dress, firm name,
       Internet domain name, logo, trade dress, of any person and does not
       constitute a misappropriation of any trade secret.  No claims (i)
       challenging the validity, effectiveness or ownership by Company of any of
       the Company Intellectual Property, or (ii) to the effect that the use,
       distribution, licensing, sublicensing or sale of the Company Intellectual
       Property as now used or offered or proposed for use, licensing,
       sublicensing or sale by Company infringes or will infringe on any
       intellectual property or other proprietary right of any person have been
       asserted or, to the knowledge of Company, are threatened by any person or
       have been made or threatened by any person against the Company's
       distributors.  To the knowledge of Company, there is no unauthorized use,
       infringement or misappropriation of any of the Company Intellectual
       Property by any third party, employee or former employee.
  
   (e) All Company  Intellectual  Property has been solely  developed  by  full
       time  employees within  the  scope of his or her  employment with the
       Company. All employee  contribution or   participation  in  the  conception
       and development  of  the  Company   Intellectual Property  on behalf of
       Company  constitutes work  prepared  by an  employee  within  the scope of
       his or her employment in accordance with  applicable  federal and state law
       that has  accorded   Company   ownership  of  all tangible  and  intangible
       property  thereby arising.
  
  (f)  Company  is  not,  nor  as a  result  of the execution or delivery of this
       Agreement,  or performance    of   Company's    obligations hereunder,
       will Company be, in violation of any material license, sublicense,
       agreement or instrument to which Company is a party or otherwise   bound,
       nor  will  execution  or delivery of this  Agreement,  or performance of
       Company's  obligations  hereunder,  cause the diminution, termination or
       forfeiture of any material Company Intellectual  Property, except for
       violations,    diminutions, terminations  or forfeitures  that would not
       reasonably  be  expected  to have a  Company Material Adverse Effect.
  
  (g)  Schedule  4.14(g) of the Company  Disclosure Schedule  contains a true and
       complete  list of  all  of  Company's  internally-developed software
       programs  (the  "Company  Software Programs").  Company owns full and
       unencumbered   right  and  good,  valid  and marketable  title to such
       Company  Software Programs    and   all    material    Company Intellectual
       Property free and clear of all mortgages,    pledges,    liens,    security
       interests,  conditional  sales agreements or encumbrances.
  
  (h)  The  source  code and  system  documentation relating  to the Company
       Software  Programs (i) have at all  times  been  maintained  in strict
       confidence,  (ii) have been disclosed by Company  only to  employees on a
       need to know   basis   in   connection    with   the performance of their
       duties to Company,  and (iii) to the Company's  knowledge,  have not
       been disclosed to any third party.
  
  (i)  The Company Software Programs (i) have been designed to ensure year 2000
       compatibility, which includes, but is not limited to, being able to provide
       specific dates and calculate spans of dates within and between twentieth
       century and twenty-first century, prior to, including and following January
       1, 2000; (ii) operate and will operate in accordance with their
       specifications and correctly process day and date calculations for dates
       prior and up to December 31, 1999, and on and after January 1, 2000, prior
       to, during and after the calendar year 2000; and (iii) shall not end
       abnormally or provide invalid or incorrect results as a result of date
       data, specifically including date data which represents or references
       different centuries or more than one century.
  
  (j)  Except   as  set   forth   in  the   Company Disclosure  Schedule,  Company
       does not owe any  outstanding  or past due  royalties  or other  payments
       to third  parties in respect of Company Licensed  Intellectual  Property.
       All royalties or other payments set forth in the Company  Disclosure
       Schedule  that have accrued  prior to the Closing Date have been paid.
  
  (k)  To  the  Company's  knowledge,  the  Company Software Programs contain no
       "viruses".  For the  purposes  of  this  Agreement,  "virus" means  any
       computer   code   intentionally designed to disrupt,  disable or harm in
       any manner  the  operation  of any  software  or hardware.
  
                    SECTION 4.15.  Taxes
  
  (a)  Company and each of Company Subsidiaries, and any consolidated, combined,
       unitary or aggregate group for Tax purposes of which Company or any Company
       Subsidiary is or has been a member, have properly completed and timely
       filed all Tax Returns required to be filed by them and have paid all Taxes
       shown thereon to be due.  Company has provided adequate accruals in
       accordance with generally accepted accounting principles in its February
       28, 1999 balance sheet contained in the Company Reports (the "February 1999
       Balance Sheet") for any Taxes that have not been paid, whether or not shown
       as being due on any Tax Returns.  Company and the Company Subsidiaries have
       no material liability for unpaid Taxes accruing after February 28, 1999.
  
  (b)  There is (i) no material claim for Taxes that is a lien against the
       property of Company or any Company Subsidiary or is being asserted against
       Company or any Company Subsidiary other than liens for Taxes not yet due
       and payable, (ii) no audit of any Tax Return of Company or any Company
       Subsidiary being conducted by a Tax Authority; (iii) no extension of the
       statute of limitations on the assessment of any Taxes granted by Company or
       any Company Subsidiary and currently in effect, and (iv) no agreement,
       contract or arrangement to which Company or any Company Subsidiary is a
       party that may result in the payment of any amount that would not be
       deductible by reason of Section 280G or Section 404 of the Code.
  
  (c) There  has been no change  in  ownership  of Company or any Company
       Subsidiaries that has caused the utilization of any losses of such
       entities  to be limited  pursuant to Section 382 of the  Code,  and any
       loss  carryovers  reflected on the February 1999 Balance Sheet are properly
       computed and reflected.
  
  (d)  Company  and the Company  Subsidiaries  have not been and will not be
       required to include any material  adjustment  in taxable  income for Tax
       period (or portion thereof) pursuant to  Section  481 or 263A of the  Code
       or any comparable  provision under state or foreign Tax laws as a result of
       transactions, events or accounting  methods employed prior to the Merger.
  
  (e)  Neither  Company nor any Company  Subsidiary has filed or will file any
       consent  to have the  provisions of Section  341(f)(2) of the Code (or
       comparable  provisions of any state Tax laws)  apply to Company  or any
       Company Subsidiary.
  
  (f)  Neither  Company nor any Company  Subsidiary is  a  party  to  any  Tax
       sharing  or  Tax allocation agreement nor does Company or any Company
       Subsidiary  have any  liability  or potential  liability to another  party
       under any such agreement.
  
  (g)  Neither  Company nor any Company  Subsidiary has filed any disclosures
       under Section 6662 or comparable  provisions of state, local or foreign law
       to prevent  the  imposition  of penalties with respect to any Tax reporting
       position taken on any Tax Return.
  
  (h)  Neither  Company nor any Company  Subsidiary has ever  been a member  of a
       consolidated, combined or unitary  group of which  Company was not the
       ultimate parent corporation.
  
  (i)  Company and each Company  Subsidiary  has in its  possession  receipts for
       any Taxes paid to foreign Tax authorities.  Neither Company nor any Company
       Subsidiary  has ever been a "personal   holding   company"   within  the
       meaning  of  Section  542 of the  Code  or a "United   Sates   real
       property holding corporation"  within the  meaning of Section 897 of the
       Code.
  
                    SECTION 4.16.  Insurance.  Company and each Company Subsidiary
  is presently  insured,  and during each of the past five calendar years has been
  insured, against such risks as companies engaged in a similar business would, in
  accordance with good business practice,  customarily be insured. The policies of
  fire, theft, liability and other insurance maintained with respect to the assets
  or businesses of Company and Company  Subsidiaries  provide reasonably  adequate
  coverage against loss. Company has heretofore furnished to Parent a complete and
  correct  list as of the date  hereof of all  insurance  policies  maintained  by
  Company or the Company  Subsidiaries,  and has made available to Parent complete
  and correct copies of all such policies, together with all riders and amendments
  thereto.  All such  policies  are in full force and effect and all  premiums due
  thereon have been paid to the date hereof.  Company and the Company Subsidiaries
  have complied in all material respects with the terms of such policies.
  
                    SECTION 4.17. Properties. Company and the Company Subsidiaries
  have  good and  valid  title,  free and clear of all  Encumbrances,  except  for
  Permitted  Encumbrances,  to all their material  properties and assets,  whether
  tangible or  intangible,  real,  personal or mixed,  reflected in the  Company's
  consolidated  financial  statements  contained in the Company's Annual Report on
  Form 10-K for the period  ended  February 28, 1999 as being owned by Company and
  the Company  Subsidiaries as of the date thereof,  other than (i) any properties
  or assets that have been sold or otherwise disposed of in the ordinary course of
  business since the date of such financial  statements,  (ii) liens  disclosed in
  the notes to such  financial  statements and (iii) liens arising in the ordinary
  course of business after the date of such financial  statements.  All buildings,
  and all fixtures,  equipment and other  property and assets that are material to
  its business on a consolidated basis, held under leases or sub-leases by Company
  or any  Company  Subsidiary  are held under  valid  instruments  enforceable  in
  accordance  with  their  respective   terms,   subject  to  applicable  laws  of
  bankruptcy,  insolvency or similar laws relating to creditors'  rights generally
  and to general  principles of equity (whether  applied in a proceeding in law or
  equity).  Substantially all of Company's and the Company Subsidiaries' equipment
  in regular use has been reasonably  maintained and is in serviceable  condition,
  reasonable wear and tear excepted.
  
                    SECTION  4.18.  Affiliates.   Schedule  4.18  of  the  Company
  Disclosure Schedule sets forth the names and addresses of each person who is, in
  Company's  reasonable  judgment,  an affiliate (as such term is used in Rule 145
  under the  Securities  Act or under  applicable  SEC  accounting  releases  with
  respect to pooling of interests accounting treatment) of Company.
  
                    SECTION 4.19. Opinion of financial Advisor.  Donaldson, Lufkin
  & Jenrette ("Company Financial Advisor") has delivered to the board of directors
  of Company its opinion to the effect that the  Exchange  Ratio to be received by
  the holders of shares of Company  Common  Stock is fair to such  holders  from a
  financial point of view.
  
                    SECTION 4.20.  Brokers.
  
                             (a)      No  broker,   finder  or  investment  banker
                                      (other than  Company  Financial  Advisor) is
                                      entitled to any brokerage, finder's or other
                                      fee or  commission  in  connection  with the
                                      Merger based upon arrangements made by or on
                                      behalf of Company.  Company  has  heretofore
                                      made available to Parent true,  complete and
                                      correct  copies  of all  agreements  between
                                      Company   and  Company   Financial   Advisor
                                      pursuant   to  which   such  firm  would  be
                                      entitled  to  any  payment  relating  to the
                                      Merger.
  
                             (b)      Attached  hereto as Schedule  4.20(b) of the
                                      Company   Disclosure   Schedule   are  true,
                                      complete   and   correct   copies   of   all
                                      agreements  between  Company and the Company
                                      Financial  Advisor.  Other than as  attached
                                      hereto as  Schedule  4.20(b) of the  Company
                                      Disclosure  Schedule,  there  are  no  other
                                      agreements  between  Company and the Company
                                      Financial Advisor.
  
                    SECTION 4.21. Certain Business Practices.  Neither Company nor
  any Company  Subsidiary  nor any  directors,  officers,  agents or  employees of
  Company or any Company Subsidiary (in their capacities as such) has (i) used any
  funds  for  unlawful  contributions,  gifts,  entertainment  or  other  unlawful
  expenses  relating to political  activity or (ii) made any  unlawful  payment to
  foreign or domestic government  officials or employees or to foreign or domestic
  political  parties or campaigns or violated any provision of the Foreign Corrupt
  Practices Act of 1977, as amended.
  
                    SECTION  4.22.  Section 912 of the NYBCL Not  Applicable.  The
  Board of Directors of Company has  approved the Merger and this  Agreement,  and
  such  approval  is  sufficient  to render  inapplicable  to the  Merger and this
  Agreement and the transactions contemplated hereby the provisions of Section 912
  of the NYBCL,  assuming that Parent and its  "associates"  and  "affiliates" (as
  defined therein)  collectively  beneficially own, and have beneficially owned at
  all times during the five (5) year period  prior to the date  hereof,  less than
  twenty percent (20%) of the Company Common Stock outstanding.
  
                    SECTION 4.23.  Business  Activity  Restriction.  Except as set
  forth  in  Schedule  4.23  of  the  Company  Disclosure  Schedule,  there  is no
  non-competition or other similar agreement,  commitment,  judgment,  injunction,
  order or decree to which  Company  or any  subsidiary  of  Company is a party or
  subject  to that has or could  reasonably  be  expected  to have the  effect  of
  prohibiting  or  impairing  the conduct of business by Company.  Company has not
  entered into any  agreement  under which  Company is  restricted  from  selling,
  licensing or otherwise  distributing  any of its  technology  or products to, or
  providing  services  to,  customers  or  potential  customers  or any  class  of
  customers,  in any geographic area,  during any period of time or in any segment
  of the market or line of business.
  
  ARTICLE V.
  
                           REPRESENTATIONS AND WARRANTIES
                              OF PARENT AND MERGER SUB
  
                    Each of Parent and Merger Sub hereby  represents  and warrants
  to  Company,  subject to the  exceptions  specifically  disclosed  in the Parent
  Disclosure  Schedule,  all  such  exceptions  to  be  referenced  to a  specific
  representation set forth in this Article V, that:
  
                    SECTION 5.1.  Organization and Qualification; Subsidiaries
  
  (a)  Parent and each directly and indirectly owned subsidiary of Parent,
       including Merger Sub, (the "Parent Subsidiaries") has been duly organized
       and is validly existing and in good standing (to the extent applicable)
       under the laws of the jurisdiction of its incorporation or organization, as
       the case may be, and has the requisite corporate power and authority and
       all necessary governmental approvals to own, lease and operate its
       properties and to carry on its business as it is now being conducted.
       Parent and each Parent Subsidiary, including Merger Sub, is duly qualified
       or licensed to do business, and is in good standing (to the extent
       applicable), in each jurisdiction where the character of the properties
       owned, leased or operated by it or the nature of its business makes such
       qualification or licensing necessary, except for such failures to be so
       qualified or licensed and in good standing that could not reasonably be
       expected to have, individually or in the aggregate, a Parent Material
       Adverse Effect.
  
  (b)  Schedule 5.01 of the Parent Disclosure Schedule sets forth, as of the date
       of this Agreement, a true and complete list of each Parent Subsidiary,
       together with (i) the jurisdiction of incorporation or organization of each
       Parent Subsidiary and the percentage of each Parent Subsidiary's out-
       standing capital stock or other equity interests owned by Parent or another
       Parent Subsidiary and (ii) an indication of whether each Parent Subsidiary
       is a "Significant Subsidiary" as defined in Regulation S-X under the
       Exchange Act.  Neither Parent nor any Parent Subsidiary owns an equity
       interest in any partnership or joint venture arrangement or other business
       entity hat is material to the business, assets, liabilities, financial
       condition or results of operations of Parent and the Parent Subsidiaries,
       taken as a whole.
  
                    SECTION 5.2.  Certificate  of  Incorporation  and Bylaws.  The
  copies of each of Parent's and Merger Sub's  certificate  of  incorporation  and
  bylaws previously  provided to Company by Parent are true,  complete and correct
  copies thereof.  Such certificates of incorporation and bylaws are in full force
  and  effect.  Parent  is not in  violation  of  any  of  the  provisions  of its
  certificate of incorporation or bylaws.
  
                    SECTION 5.3.  Capitalization.
  
  (a)  The authorized capital stock of Parent consists of 50,000,000 shares of
       Parent Common Stock and 5,000,000 shares of preferred stock.  As of the
       date hereof (i) 21,843,891 shares of Parent Common Stock are issued and
       outstanding, all of which are validly issued, fully paid and nonassessable,
       (ii) no shares of Parent Common Stock are held in the treasury of Parent,
       (iii) no shares of Parent Common Stock are held by the Parent Subsidiaries,
       (iv) 3,088,425 shares of Parent Common Stock are reserved for future
       issuance pursuant to outstanding options and warrants to purchase Parent
       Common Stock ("Parent Stock Options"), (v) no shares of Parent preferred
       stock are issued and outstanding and (vi) 750,000 shares of Parent Common
       Stock are reserved for issuance pursuant to the Parent ESPP, of which no
       shares have been issued.  Except for the shares of Parent Common Stock
       issuable pursuant to the Parent Stock Plans and the Parent ESPP, there are
       no options, warrants or other rights, agreements, arrangements or
       commitments of any character to which Parent is a party or by which Parent
       is bound relating to the issued or unissued capital stock of Parent or any
       Parent Subsidiary or obligating Parent or any Parent Subsidiary to issue or
        sell any shares of capital stock of, or other equity interests in, Parent
       or any Parent Subsidiary.  All shares of Parent Common Stock subject to
       issuance as aforesaid, upon issuance prior to the Effective Time on the
       terms and conditions specified in the instruments pursuant to which they
       are issuable, will be duly authorized, validly issued, fully paid and non-
       assessable.  There are no outstanding contractual obligations of Parent or
       any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares
       of Parent Common Stock or any capital stock of any Parent Subsidiary.  Each
       outstanding share of capital stock of each Parent Subsidiary is duly
       authorized, validly issued, fully paid and nonassessable and each such
       share owned by Parent or another Parent Subsidiary is free and clear of all
       security interests, liens, claims, pledges, options, rights of first
       refusal, agreements, limitations on Parent's or such other Parent Sub-
       sidiary's voting rights, charges and other encumbrances of any nature
       whatsoever.  There are no material outstanding contractual obligations of
       Parent or any Parent Subsidiary to provide funds to, or make any
       material investment (in the form of a loan, capital contribution or
       otherwise) in, any Parent Subsidiary or any other person.
  
  (b)  The officers and directors of Parent, in the aggregate,  own of record  and
       beneficially more than ten  percent  (10%) of the  Parent Common Stock
       outstanding, on a fully-diluted basis.
  
                    SECTION 5.4.  Authority  Relative to This  Agreement.  Each of
  Parent and Merger Sub has all necessary corporate power and authority to execute
  and deliver this Agreement,  to perform its obligations  hereunder to consummate
  the  transactions  contemplated  hereby.  The  execution  and  delivery  of this
  Agreement  by each of Parent and Merger Sub and the  consummation  by Parent and
  Merger Sub of the  transactions  contemplated  hereby have been duly and validly
  authorized by all necessary corporate action, and no other corporate proceedings
  on the part of Parent or Merger Sub are necessary to authorize this Agreement or
  to consummate such  transactions  (other than the approval of this Agreement and
  the  Merger by the  holders of a majority  of the  outstanding  shares of Parent
  Common  Stock  present at the Parent  Shareholders'  Meeting  and the consent of
  Parent as sole shareholder of Merger Sub). This Agreement has been duly executed
  and  delivered  by  each  of  Parent  and  Merger  Sub  and,  assuming  the  due
  authorization, execution and delivery by Company, constitutes a legal, valid and
  binding  obligation of each of Parent and Merger Sub enforceable  against Parent
  and Merger Sub in accordance with its terms.
  
                    SECTION 5.5.  No Conflict: Required Filings.
  
  (a)  The execution and delivery of this Agreement by Parent and Merger Sub does
       not, and the performance by Parent and Merger Sub of their obligations
       hereunder and the consummation of the Merger will not, (i) conflict with or
       violate any provision of the articles of incorporation or bylaws of Parent
       or any equivalent organizational documents of any Parent Subsidiary,
       (ii) assuming that all consents, approvals, authorizations and permits
       described in Section 5.05(b) have been obtained and all filings and
       notifications described in Section 5.05(b) have been made, conflict with or
       violate any Law applicable to Parent or any other Parent Subsidiary or by
       which any property or asset of Parent or any Parent Subsidiary is bound or
       affected or (iii) result in any breach of or constitute a default (or an
       event which with the giving of notice or lapse of time or both could
       reasonably be expected to become a default) under, or give to others any
       right of termination, amendment, acceleration or cancellation of, or result
       in the creation of a lien or other encumbrance on any property or asset of
       Parent or any Parent Subsidiary pursuant to, any note, bond, mortgage,
       indenture, contract, agreement, lease, license, permit, franchise or other
       instrument or obligation.
  
   (b) The execution and delivery of this Agreement by Parent and  Merger Sub does
       not, and the performance  by  Parent  and  Merger  Sub of their obligations
       hereunder   and   the consummation of the Merger will not, require any
       consent,  approval,   authorization  or permit  of,  or  filing  by  Parent
       with or notification by Parent to, any  Governmental Entity,   except
       pursuant  to   applicable requirements   of  the  Exchange   Act,  the
       Securities Act, Blue Sky Laws, the rules and regulations   of  the  NNM,
       the   premerger notification requirements of the HSR Act, if any, and the
       filing and  recordation  of the Certificate  of  Merger as required  by the
       DGCL.
  
                    SECTION 5.6.  Permits;  Compliance  with Laws.  Parent and the
  Parent Subsidiaries are in possession of all franchises, grants, authorizations,
  licenses, establishment registrations,  product listings, permits, approvals and
  orders of any Governmental  Entity necessary for Parent or any Parent Subsidiary
  to own, lease and operate its properties and assets or otherwise to carry on its
  business as it is now being conducted (collectively, the "Parent Permits"), and,
  as of the date of this Agreement,  none of the Parent Permits has been suspended
  or  cancelled  nor is any such  suspension  or  cancellation  pending or, to the
  knowledge of Parent, threatened.  Neither Parent nor any Parent Subsidiary is in
  conflict  with, or in default or violation of, (i) any Law  applicable to Parent
  or any  Parent  Subsidiary  or by which any  property  or asset of Parent or any
  Parent  Subsidiary is bound or affected or (ii) any Parent  Permits,  except for
  such conflicts,  defaults or violations that could not reasonably be expected to
  have,  individually  or in the  aggregate,  a Parent  Material  Adverse  Effect.
  Schedule 5.06 of the Parent  Disclosure  Schedule sets forth,  as of the date of
  this Agreement, all actions, proceedings,  investigations or surveys pending or,
  to the knowledge of Parent,  threatened  against Parent or any Parent Subsidiary
  that could reasonably be expected to result in the suspension or cancellation of
  any material Parent Permit. Since January 1, 1996, neither Parent nor any Parent
  Subsidiary has received from any  Governmental  Entity any written  notification
  with respect to possible conflicts, defaults or violations of Laws.
  
                    SECTION 5.7.  Absence of Certain Changes or Events.  Except as
  otherwise set forth on Schedule 5.07 of the Parent  Disclosure  Schedule,  since
  March  17,  1999,  Parent  and the  Parent  Subsidiaries  have  conducted  their
  businesses only in the ordinary course  consistent with past practice and, since
  such date, there has not been (i) any Parent Material  Adverse Effect,  (ii) any
  event that could  reasonably  be  expected  to prevent or  materially  delay the
  performance  of  Parent's   obligations  pursuant  to  this  Agreement  and  the
  consummation of the Merger by Parent, (iii) any material change by Parent in its
  accounting methods, principles or practices, (iv) any declaration, setting aside
  or payment of any  dividend or  distribution  in respect of the shares of Parent
  Common Stock or any redemption, purchase or other acquisition of any of Parent's
  securities,  (v) except in the ordinary course of business  consistent with past
  practice,  any increase in the  compensation or benefits or establishment of any
  bonus, insurance, severance, deferred compensation,  pension, retirement, profit
  sharing,  stock option  (including,  without  limitation,  the granting of stock
  options,  stock  appreciation  rights,  performance  awards or restricted  stock
  awards), stock purchase or other employee benefit plan, or any other increase in
  the  compensation  payable or to become  payable to any  executive  officers  of
  Parent or any Parent Subsidiary,  (vi) any issuance or sale of any stock, notes,
  bonds or other  securities  other than  pursuant to the exercise of  outstanding
  securities,  or entering  into any  agreement  with respect  thereto,  (vii) any
  amendment to the Parent's  certificate of incorporation or bylaws,  (viii) other
  than in the ordinary course of business,  any (x) purchase,  sale, assignment or
  transfer of any material assets, (y) mortgage,  pledge or the institution of any
  lien,  encumbrance or charge on any material  assets or properties,  tangible or
  intangible,  except for liens for taxes not yet delinquent and such other liens,
  encumbrances or charges which do not,  individually or in the aggregate,  have a
  Parent Material Adverse Effect, or (z) waiver of any rights of material value or
  cancellation  or any  material  debts  or  claims,  (ix) any  incurrence  of any
  material liability (absolute or contingent),  except for current liabilities and
  obligations  incurred in the ordinary  course of business  consistent  with past
  practice, (x) any incurrence of any damage, destruction or similar loss, whether
  or not covered by insurance,  materially affecting the business or properties of
  Parent or any Parent Subsidiary,  or (xi) any entering into any transaction of a
  material nature other than in the ordinary  course of business,  consistent with
  past practices.
  
                    SECTION 5.8.  SEC Filings; Financial Statements.
  
  (a)  Parent has timely filed all forms, reports, statements and documents
       required to be filed by it (A) with the SEC and the NNM since March 17,
       1999 (collectively, together with any such forms, reports, statements and
       documents Parent may file subsequent to the date hereof until the Closing,
       the "Parent Reports") and (B) with any other Governmental Entities.  Each
       Parent Report (i) was prepared in accordance with the requirements of the
       Securities Act, the Exchange Act or the NNM, as the case may be, and (ii)
       did not at the time it was filed contain any untrue statement of a material
       fact or omit to state a material fact required to be stated therein or
       necessary in order to make the statements made therein, in the light of the
       circumstances under which they were made, not misleading.  Each form,
       report, statement and document referred to in clause (B) of this paragraph
       was prepared in all material respects in accordance with the requirements
       of applicable Law.  No Parent Subsidiary is subject to the periodic
       reporting requirements of the Exchange Act or required to file any form,
       report or other document with the SEC, the NNM, any other stock exchange or
       any other comparable Governmental Entity.
  
  (b)  Each of the consolidated financial statements (including, in each case, any
       notes thereto)contained in the Parent Reports was prepared in accordance
       with U.S. GAAP applied on a consistent basis throughout the periods
       indicated (except as may be indicated in the notes thereto) and each
       presented fairly the consolidated financial position of Parent and the
       Parent Subsidiaries as at the respective dates thereof, and their
       consolidated results of operations, stockholders' equity and cash flows for
       the respective periods indicated therein, except as otherwise noted therein
       (subject, in the case of unaudited statements, to normal and recurring
       immaterial year-end adjustments).
  
  (c)  Except  as and to the  extent  set  forth or reserved against on the
       consolidated balance sheet of Parent and the Parent  Subsidiaries as of
       December  31, 1998 as reported in the Parent Reports, none of Parent or any
       Parent Subsidiary    has   any    liabilities or obligations of any nature
       (whether  accrued, absolute,   contingent  or  otherwise)  that would  be
       required  to  be  reflected  on a balance sheet or in notes  thereto
       prepared in  accordance  with U.S.  GAAP,  except for liabilities or
       obligations  incurred in the ordinary course of business  consistent with
       past practice since December 31, 1998.
  
                    SECTION 5.9. Pooling; Certain Tax Matters. Neither Parent nor,
  to the knowledge of Parent,  any of its  affiliates  has taken or agreed to take
  any action  (other  than  actions  contemplated  by this  Agreement)  that could
  reasonably  be  expected  to prevent  (a) the  Merger  from  being  treated  for
  accounting purposes as a "pooling of interests" in accordance with U.S. GAAP and
  the  accounting  standards  of the SEC or (b) the  Merger  from  constituting  a
  "reorganization"  under  Section  368 of the  Code.  Parent  is not aware of any
  agreement,  plan or other  circumstance  that could  reasonably  be  expected to
  prevent the Merger from being so treated as a "pooling of  interests" or from so
  qualifying as a reorganization under Section 368 of the Code.
  
                    SECTION 5.10.  Litigation.  There is no suit,  claim,  action,
  proceeding or investigation  pending or, to the knowledge of Parent,  threatened
  against  Parent or any Parent  Subsidiary  that could  reasonably be expected to
  have,  individually  or in the aggregate,  a Parent  Material  Adverse Effect or
  materially  interfere  with  Parent's  ability to  consummate  the  transactions
  contemplated  herein,  and, to the  knowledge  of Parent,  there are no existing
  facts or  circumstances  that could  reasonably  be expected to result in such a
  suit, claim,  action,  proceeding or  investigation.  Parent is not aware of any
  facts or  circumstances  which  could  reasonably  be  expected to result in the
  denial  of  insurance  coverage  under  policies  issued to  Parent  and  Parent
  Subsidiaries  in  respect  of  such  suits,  claims,  actions,  proceedings  and
  investigations,  except in any case as could not reasonably be expected to have,
  individually  or in the aggregate,  a Parent Material  Adverse  Effect.  Neither
  Parent nor any Parent  Subsidiary  is subject to any  outstanding  order,  writ,
  injunction or decree which could reasonably be expected to have, individually or
  in the aggregate,  a Parent Material Adverse Effect or materially interfere with
  Parent's ability to consummate the transactions contemplated herein.
  
                    SECTION 5.11. Taxes.  Parent and each of Parent  Subsidiaries,
  and any consolidated,  combined,  unitary or aggregate group for Tax purposes of
  which Parent or any Parent  Subsidiary  is or has been a member,  have  properly
  completed and timely filed all Tax Returns required to be filed by them and have
  paid all Taxes shown thereon to be due. Parent has provided adequate accruals in
  accordance  with generally  accepted  accounting  principles in its December 31,
  1998 balance sheet  contained in the Parent  Reports for any Taxes that have not
  been paid, whether or not shown as being due on any Tax Returns.  Parent and the
  Parent  Subsidiaries have no material  liability for unpaid Taxes accruing after
  December 31, 1998.
  
                    SECTION 5.12. Brokers. No broker,  finder or investment banker
  (other than (BancBoston  Robertson Stephens (the "Parent Financial Advisor")) is
  entitled to any  brokerage,  finder's or other fee or  commission  in connection
  with the Merger based upon arrangements  made by or on behalf of Parent.  Parent
  has heretofore  made  available to Company true,  complete and correct copies of
  all agreements  between Parent and Parent  Financial  Advisor  pursuant to which
  such firm would be entitled to any payment relating to the Merger.
  
                    SECTION 5.13. Certain Business  Practices.  Neither Parent nor
  any Parent Subsidiary nor any directors, officers, agents or employees of Parent
  or any Parent  Subsidiary  (in their  capacities as such) has (i) used any funds
  for unlawful  contributions,  gifts,  entertainment  or other unlawful  expenses
  relating to political  activity or (ii) made any unlawful  payment to foreign or
  domestic  government  officials or employees or to foreign or domestic political
  parties or campaigns or violated any provision of the Foreign Corrupt  Practices
  Act of 1977, as amended.
  
                    SECTION 5.14.  Section 203 of the DGCL,  Not  Applicable.  The
  Board of Directors of Parent has  approved  the Merger and this  Agreement,  and
  such  approval is  sufficient  to render  inapplicable  to the  Merger,  to this
  Agreement and the transactions contemplated hereby the provisions of Section 203
  of the DGCL,  assuming that Company and its  "affiliates"  (as defined  therein)
  collectively  beneficially own, and have beneficially  owned at all times during
  the five (5) year period  prior to the date  hereof,  less than  twenty  percent
  (20%) of the Parent Common Stock outstanding.
  
                    SECTION  5.15.  No Prior  Activities.  Except for  liabilities
  incurred in connection with its incorporation or organization,  and consummation
  of this Agreement and the transactions  contemplated hereby,  Merger Sub has not
  incurred any  liabilities,  and has not engaged in any business or activities of
  any type or kind whatsoever or entered into any agreements or arrangements  with
  any person or entity. Merger Sub is a wholly owned subsidiary of Parent.
  
                    SECTION 5.16.  Employee Benefit Plans; Labor Matters.
  
  (a)  With respect to each employee benefit fund, plan, program, arrangement and
       contract (including, without limitation, any "pension" plan, fund or
       program, as defined in Section 3(2) of ERISA, and any "employee benefit
       plan", as defined in Section 3(3) of ERISA) maintained, sponsored or
       contributed to or required to be contributed to by Parent or any Parent
       Subsidiary or other trade or business (whether or not incorporated) treated
       as a single employer with Parent (a "Parent ERISA Affiliate") pursuant to
       Code Section 414(b), (c), (m) or (o) is a party, or with respect to which
       Parent or any Parent ERISA Affiliate could incur liability under Section
       4069, 4212(c) or 4204 of ERISA or Section 412 of the Code, or to which
       Parent or any Parent ERISA Affiliate is a party  (the "Parent Benefit
       Plans"), Parent has delivered or made available to Parent a true, complete
       and correct copy of a summary of such Parent Benefit Plan.
  
  (b)  Each Parent Benefit Plan has been administered in all material respects in
       accordance with its terms and all applicable laws, including, without
       limitation, ERISA and the Code, and all contributions required to be made
       under the terms of any of the Parent Benefit Plans as of the date of this
       Agreement have been timely made or have been reflected on the most recent
       consolidated balance sheet filed or incorporated by reference in the Parent
       Reports prior to the date of this Agreement.  With respect to the Parent
       Benefit Plans, no event has occurred and, to the knowledge of Parent, there
       exists no condition or set of circumstances in connection with which Parent
       or any Parent ERISA Affiliate could be subject to any material liability
       (other than for routine benefit liabilities) under the terms of such Parent
       Benefit Plans, ERISA, the Code or any other applicable Law.
  
  (c)  Parent on behalf of itself and all of the Parent ERISA Affiliates hereby
       represents that:  (i)each Parent Benefit Plan which is intended to be
       qualified under Section 401(a) of the Code or Section 401(k) of the Code
       has received a favorable determination letter from the IRS as to its
       qualified status under the Code, and each trust established in connection
       with any Parent which is intended to be exempt from federal income taxation
       under Section 501(a) of the Code has received a determination letter from
       the IRS that it is so exempt, and to Parent's knowledge no fact or event
       has occurred since the date of such determination letter from the IRS to
       adversely affect the qualified status of any such Parent Benefit Plan or
       the exempt status of any such trust; and (ii)to Parent's knowledge there
       has been no prohibited transaction (within the meaning of Section 406 of
       ERISA or Section 4975 of the Code) with respect to any Parent Benefit Plan.
       No suit, administrative proceeding, action or other litigation has been
       brought, or to the knowledge of Parent is threatened, against or with
       respect to any such Parent Benefit Plan, including any audit or inquiry by
       the Internal Revenue Service or United States Department of Labor (other
       than routine benefits claims).
  
  (d)  No Parent Benefit Plan is a multiemployer pension plan (as defined in
       Section 3(37) of ERISA) or other pension plan subject to Title IV of ERISA
       and neither the Parent nor any Parent ERISA Affiliate has sponsored or
       contributed to or been required to contribute to a multiemployer pension
       plan or other pension plan subject to Title IV of ERISA.  No material
       liability under Title IV of ERISA has been incurred by Parent or any Parent
       ERISA Affiliate that has not been satisfied in full, and no condition
       exists that presents a material risk to Parent or any Parent ERISA
       Affiliate of incurring or being subject (whether primarily, jointly or
       secondarily) to a material liability thereunder.  None of the assets of
       Parent or any Parent ERISA Affiliate is, or may reasonably be expected to
       become, the subject of any lien arising under ERISA or Section 412(n) of
       the Code.
  
  (e)  With  respect to each  Parent  Benefit  Plan that is  subject to Title  IV
       or Part 3 of Title I of ERISA or Section 412 of the Code, (i) no reportable
       event (within the meaning of  Section  4043 of  ERISA,  other  than an
       event that is not  required  to be  reported before or within 30 days of
       such  event) has occurred or is expected to occur, (ii) there was not an
       accumulated  funding  deficiency (within  the meaning of Section 302 of
       ERISA or Section 412 of the Code),  whether or not waived,  as of the most
       recently  ended plan year of such Parent  Benefit Plan; and (iii) there is
       no  "unfunded  benefit  liability" (within the  meaning of Section  4001(a)
       (18)of ERISA).
  
  (f)  Neither Parent nor any Parent Subsidiary is a party to any collective
       bargaining or other labor union contract applicable to persons employed by
       Parent or any Parent Subsidiary and no collective bargaining agreement is
       being negotiated by Parent or any Parent Subsidiary.  As of the date of
       this Agreement, there is no labor dispute, strike or work stoppage against
       Parent or any Parent Subsidiary pending or, to the knowledge of Parent,
       threatened which may interfere with the respective business activities of
       Parent or any Parent Subsidiary.  As of the date of this Agreement, to the
       knowledge of Parent, none of Parent, any Parent Subsidiary, or any of their
       respective representatives or employees has committed any unfair labor
       practice in connection with the operation of the respective businesses of
       Parent or any Parent Subsidiary, and there is no charge or complaint
       against Parent or any Parent Subsidiary by the National Labor Relations
       Board or any comparable Governmental Entity pending or threatened in
       writing.
  
  (g)  Except as required by Law, no Parent Benefit Plan provides any of the
       following  retiree benefits to any person: medical,  disability or  life
       insurance  benefits.  To  Parent's knowledge,   Parent  and  the  Parent
       ERISA Affiliates are in material  compliance  with (i)  the   requirements
       of  the  applicable health   care    continuation   and   notice provisions
       of  the   Consolidated   Omnibus Budget  Reconciliation Act of 1985
       ("COBRA") and  the  regulations   (including  proposed regulations)
       thereunder   and   (ii)   the applicable   requirements   of  the   Health
       Insurance Portability and Accountability Act of 1996 and the  regulations
       (including the proposed regulations) thereunder.
  
                    SECTION 5.17.  Intellectual Property.
  
  (a)  All trademarks, trade names, service marks, trade dress, and all goodwill
       associated with any of the foregoing, patents, Internet domain names,
       copyrights and any renewal rights therefor, technology, supplier lists,
       trade secrets, know-how, computer software programs or applications in
       both source and object code form, technical documentation of such software
       programs, registrations and applications for any of the foregoing and all
       other tangible or intangible proprietary information or materials that are
       or have been used (including without limitation in the development of)
       Parent's business and/or in any product, technology or process (i)
       currently being or formerly manufactured, published or marketed by Parent
       or (ii) previously or currently under development for possible future
       manufacturing, publication, marketing or other use by Parent are
       hereinafter referred to as the "Parent Intellectual Property."
  
  (b)  Parent has all rights in Parent Intellectual Property necessary to carry
       out Parent's current activities.  No claims have been asserted or
       threatened against Parent that challenge the validity or ownership of any
       Parent Intellectual Property or allege that the use, reproduction,
       manufacturing, distribution, licensing, sublicensing or sale of Parent
       Intellectual Property infringes on any intellectual property or proprietary
       right of any person or constitutes a misappropriation of any trade secret.
       All of Parent's patents, patent applications, registered trademarks and
       trademark applications and registered copyrights are in good standing with
       all fees and filings due as of the Closing Date duly made.  Parent owns
       full and unencumbered rights and good, valid and marketable title to all of
       Parent's internally developed software.
  
  ARTICLE VI.
  
  COVENANTS
  
                    SECTION  6.1.  Conduct  of  Business  by Company  Pending  the
  Closing.  Company  agrees  that,  between  the  date of this  Agreement  and the
  Effective  Time,  unless  Parent  shall  otherwise  agree  in  writing,  (x) the
  respective businesses of Company and the Company Subsidiaries shall be conducted
  only in, and  Company  and the  Company  Subsidiaries  shall not take any action
  except in, the ordinary course of business consistent with past practice and (y)
  Company shall use all reasonable  efforts to keep available the services of such
  of the current  officers,  significant  employees and consultants of Company and
  the Company  Subsidiaries  and to preserve the current  relationships of Company
  and the Company  Subsidiaries  with such of the corporate  partners,  customers,
  suppliers  and other persons with which  Company or any Company  Subsidiary  has
  significant  business  relations in order to preserve  substantially  intact its
  business  organization.  Without  limitation,  neither  Company  nor any Company
  Subsidiary  shall,  between the date of this  Agreement and the Effective  Time,
  directly or  indirectly,  do, or agree to do, any of the  following  without the
  prior written consent of Parent:
  
  amend or otherwise change its certificate of incorporation or bylaws or
  equivalent organizational documents;
  
                    issue,  sell,  pledge,  dispose of,  grant,  transfer,  lease,
           license,  guarantee  or  encumber,  or authorize  the  issuance,  sale,
           pledge, disposition, grant, transfer, lease, license or encumbrance of,
           (i) any shares of capital stock of Company or any Company Subsidiary of
           any  class,   or  securities   convertible   into  or  exchangeable  or
           exercisable  for any  shares of such  capital  stock,  or any  options,
           warrants  or other  rights of any kind to  acquire  any  shares of such
           capital stock,  or any other  ownership  interest  (including,  without
           limitation,   any  phantom   interest),   of  Company  or  any  Company
           Subsidiary,  other than the issuance of shares of Company  Common Stock
           pursuant to the exercise of stock options  therefor  outstanding  as of
           the date of this  Agreement or (ii) any material  property or assets of
           Company or any Company  Subsidiary except (A) transactions  pursuant to
           existing contracts,  (B) dispositions,  leases or licenses of inventory
           in the ordinary  course of business  consistent  with past practice and
           (C) shares of Company Common Stock issued  pursuant to the Company ESPP
           in the ordinary course of business consistent with past practice;
  
                                                 (i) acquire  (including,  without
                                        limitation, by merger,  consolidation,  or
                                        acquisition   of  stock  or  assets)   any
                                        interest in any corporation,  partnership,
                                        other business  organization  or person or
                                        any  division  thereof,   other  than  the
                                        purchase of assets in the ordinary  course
                                        of business consistent with past practice;
                                        (ii) incur any  indebtedness  for borrowed
                                        money   (other  than   indebtedness   with
                                        respect  to  working  capital  in  amounts
                                        consistent  with past  practice)  or issue
                                        any debt  securities or assume,  guarantee
                                        or   endorse,    or    otherwise   as   an
                                        accommodation  become responsible for, the
                                        obligations  of any person  (other  than a
                                        Company  Subsidiary) for borrowed money or
                                        make any loans or advances material to the
                                        business, assets,  liabilities,  financial
                                        condition  or  results  of  operations  of
                                        Company  and  the  Company   Subsidiaries,
                                        taken as a whole; (iii) terminate,  cancel
                                        or  request  any  material  change  in, or
                                        agree  to  any  material  change  in,  any
                                        Company Material Contract or other License
                                        Agreement,  in each case other than in the
                                        ordinary  course  of  business  consistent
                                        with past practice; (iv) make or authorize
                                        any   capital   expenditure,   other  than
                                        capital   expenditures   in  the  ordinary
                                        course of  business  consistent  with past
                                        practice   that  have  been  budgeted  for
                                        fiscal year 2000 and  disclosed in writing
                                        to  Parent  and  that  are  not,   in  the
                                        aggregate,   in  excess  of  $625,000  for
                                        Company and the Company Subsidiaries taken
                                        as a whole; or (v) enter into or amend any
                                        contract,    agreement,    commitment   or
                                        arrangement   that,  if  fully  performed,
                                        would not be permitted  under this Section
                                        6.01(c);
  
                    declare,  set  aside,  make  or  pay  any  dividend  or  other
           distribution,  payable in cash,  stock,  property  or  otherwise,  with
           respect to any of its capital stock, except that any Company Subsidiary
           may pay dividends or make other  distributions  to Company or any other
           Company Subsidiary;
  
                    reclassify,  combine,  split, subdivide or redeem, purchase or
           otherwise  acquire,  directly or  indirectly,  any of its capital stock
           except  repurchases of unvested  shares at cost in connection  with the
           termination of the employment  relationship  with any employee pursuant
           to stock option or purchase agreements in effect on the date hereof;
  
                    amend or  change  the  period  (or  permit  any  acceleration,
           amendment or change) of  exercisability  of options  granted  under the
           Company  Stock Plans or  authorize  cash  payments in exchange  for any
           Company Stock Options granted under any of such plans;
  
                    amend the terms of,  repurchase,  redeem or otherwise acquire,
           or permit any Company  Subsidiary  to  repurchase,  redeem or otherwise
           acquire,  any  of  its  securities  or any  securities  of any  Company
           Subsidiary;
  
                    increase the compensation  payable or to become payable to its
           directors,  officers,  consultants  or  employees,  grant any rights to
           severance  or  termination  pay to,  or enter  into any  employment  or
           severance agreement which provides benefits upon a change in control of
           Company  that would be  triggered  by the Merger  with,  any  director,
           officer,  consultant  or  other  employee  of  Company  or any  Company
           Subsidiary  who is not  currently  entitled to such  benefits  from the
           Merger,   establish,   adopt,   enter  into  or  amend  any  collective
           bargaining, bonus, profit sharing, thrift, compensation,  stock option,
           restricted   stock,   pension,   retirement,   deferred   compensation,
           employment,  termination,  severance or other plan,  agreement,  trust,
           fund,  policy or arrangement for the benefit of any director,  officer,
           consultant or employee of Company or any Company Subsidiary,  except to
           the extent  required  by  applicable  Law or the terms of a  collective
           bargaining agreement,  or enter into or amend any contract,  agreement,
           commitment or arrangement between Company or any Company Subsidiary and
           any of Company's directors,  officers, consultants or employees, except
           for increases in compensation  paid to persons who are not directors or
           officers of Company in the ordinary course of business  consistent with
           past practice;
  
                             (a)      pay,   discharge   or  satisfy  any  claims,
                                      liabilities   or   obligations    (absolute,
                                      accrued, asserted or unasserted,  contingent
                                      or  otherwise),   other  than  the  payment,
                                      discharge   or   satisfaction   of   claims,
                                      liabilities  or   obligations   (A)  in  the
                                      ordinary  course of business and  consistent
                                      with   past    practice   or   (B)   claims,
                                      liabilities or obligations  reflected on the
                                      February   1999  Balance  Sheet  or  (C)  as
                                      otherwise  set forth on Schedule 6.01 of the
                                      Company Disclosure Schedule;
  
                             (b)      except  as  required  by  any   Governmental
                                      Entity,   make  any  material   change  with
                                      respect to  Company's  accounting  policies,
                                      principles,     methods    or    procedures,
                                      including,   without   limitation,   revenue
                                      recognition policies, other than as required
                                      by U.S. GAAP;
  
                             (c) make any  material  Tax  election  or  settle  or
                                 compromise any material Tax liability; or
  
                             (d)      authorize   or  enter  into  any  formal  or
                                      informal  agreement  or  otherwise  make any
                                      commitment  to do any of the foregoing or to
                                      take any action  which would make any of the
                                      representations  or  warranties  of  Company
                                      contained  in  this   Agreement   untrue  or
                                      incorrect or prevent Company from performing
                                      or  cause   Company   not  to  perform   its
                                      covenants  hereunder or result in any of the
                                      conditions  to the Merger  set forth  herein
                                      not being satisfied.
  
                    SECTION  6.2.  Notices of Certain  Events.  Each of Parent and
  Company  shall  give  prompt  notice  to the  other of (i) any  notice  or other
  communication from any person alleging that the consent of such person is or may
  be  required  in  connection   with  the  Merger;   (ii)  any  notice  or  other
  communication from any Governmental Entity in connection with the Merger;  (iii)
  any actions,  suits, claims,  investigations or proceedings commenced or, to its
  knowledge,  threatened against,  relating to or involving or otherwise affecting
  Parent or the  Parent  Subsidiaries  or  Company  or the  Company  Subsidiaries,
  respectively,  which, if pending on the date hereof, would have been required to
  have been disclosed in this Agreement, or that relate to the consummation of the
  Merger;  (iv) the  occurrence  of a default  or event  that,  with the giving of
  notice or lapse of time or both, will become a default under any Parent Material
  Contract or Company  Material  Contract,  respectively;  and (v) any change that
  could  reasonably  be expected  to have a Parent  Material  Adverse  Effect or a
  Company Material Adverse Effect, respectively, or to delay or impede the ability
  of  either  Parent  or  Company,   respectively,  to  perform  their  respective
  obligations  pursuant to this  Agreement and to effect the  consummation  of the
  Merger.
  
                    SECTION 6.3.  Access to Information; Confidentiality.
  
  (a)  Except as required pursuant to any confidentiality agreement or similar
       agreement or arrangement to which Parent or Company or any of the Parent
       Subsidiaries or the Company Subsidiaries is a party or pursuant to
       applicable Law or the regulations or requirements of any stock exchange or
       other regulatory organization with whose rules a party hereto is required
       to comply, from the date of this Agreement to the Effective Time, Parent
       and Company shall (and shall cause the Parent Subsidiaries and Company
       Subsidiaries, respectively, to) (i) provide to the other (and its officers,
       directors, employees, accountants, consultants, legal counsel, agents and
       other representatives (collectively, "Representatives")) access at
       reasonable times upon prior notice to its and its subsidiaries' officers,
       employees, agents, properties, offices and other facilities and to the
       books and records thereof, and (ii) furnish promptly such information
       concerning its and its subsidiaries' business, properties, contracts,
       assets, liabilities and personnel as the other party or its Representatives
       may reasonably request.  No investigation conducted pursuant to this
       Section 6.03 shall affect or be deemed to modify any representation or
       warranty made in this Agreement.
  
  (b)  The parties  hereto shall  comply with,  and shall cause their respective
       Representatives to  comply  with,  all of  their  respective obligations
       under   the    Confidentiality Agreement  with  respect to the  information
       disclosed pursuant to this Section 6.03.
  
                    SECTION 6.4.  No solicitation of Transaction.
  
  (a)  Company shall not, directly or indirectly, and shall cause its
       Representatives not to, directly or indirectly, solicit, initiate or
       encourage (including by way of furnishing nonpublic information), any
       inquiries or the making of any proposal or offer (including, without
       limitation, any proposal or offer to its stockholders) that constitutes,
       or may reasonably be expected to lead to, any Company Competing
       Transaction, or enter into or maintain or continue discussions or negotiate
       with any person in furtherance of such inquiries or to obtain a Company
       Competing Transaction, or agree to or endorse any Company Competing
       Transaction, or authorize or permit any of Company's Representatives or
       subsidiaries, or any Representative retained by Company's subsidiaries, to
       take any such action; provided, however, that nothing contained in this
       Section 6.04 shall prohibit the board of directors of Company (i) from
       complying with Rule 14d-9 or 14e-2(a) promulgated under the Exchange Act
       with regard to a tender or exchange offer not made in violation of this
       Section 6.04 or (ii) prior to receipt of the approval by the stockholders
       of Company of this Agreement and the Merger from providing information
       (subject to a confidentiality agreement at least as restrictive as the
       Confidentiality Agreement) in connection with, and negotiating, another un-
       solicited, bona fide written proposal regarding a Company Competing
       Transaction that (i) Company's board of directors shall have concluded in
       good faith, after considering applicable state law, on the basis of advice
       of independent outside counsel of nationally recognized reputation, that
       failure to take such action would not be a proper exercise of the Company's
       board of directors' fiduciary duties to Company's stockholders under
       applicable law, (ii) if any cash consideration is involved, shall not be
       subject to any financing contingency, and with respect to which Company's
       board of directors shall have determined in the proper exercise of its
       fiduciary duties to Company's stockholders that the acquiring party is
       capable of consummating such Company Competing Transaction on the terms
       proposed, and (iii) Company's board of directors shall have determined
       (based upon the opinion of Company's independent financial advisors of
       nationally recognized reputation) in the proper exercise of its fiduciary
       duties to Company's stockholders that such Company Competing Transaction
       provides greater value to the stockholders of Company than the Merger (and
       Company's independent financial advisors of nationally recognized reputa-
       tion opine in writing that such Company Competing Transaction is superior
       from a financial point of view) (any such Company Competing Transaction
       being referred to herein as a "Company Superior Proposal").  Company shall
       notify Parent promptly if any proposal or offer, or any inquiry or contact
       with any person with respect thereto, regarding a Company Competing
       Transaction is made, such notice to include the identity of the person
       making such proposal, offer, inquiry or contact, and the terms of such
       Company Competing Transaction.  Company immediately shall cease and cause
       to be terminated all existing discussions or negotiations with any parties
       conducted heretofore with respect to a Company Competing Transaction.
       Company shall not release any third party from, or waive any provision of,
       any confidentiality or standstill agreement to which it is a party.
  
  (b)  Parent shall not, directly or indirectly, and shall cause its Representa-
       tives not to, directly or indirectly, solicit, initiate or encourage
       (including by way of furnishing nonpublic information), any inquiries or
       the making of any proposal or offer (including, without limitation, any
       proposal or offer to its stockholders) that constitutes, or may reasonably
       be expected to lead to, any Parent Competing Transaction, or enter into or
       maintain or continue discussions or negotiate with any person in
       furtherance of such inquiries or to obtain a Parent Competing Transaction,
       or agree to or endorse any Parent Competing Transaction, or authorize or
       permit any of Parent's Representatives or subsidiaries, or any
       Representative retained by Parent's subsidiaries, to take any such action;
       provided, however, that nothing contained in this Section 6.04 shall
       prohibit the board of directors of Parent (i) from complying with Rule
       14d-9 or 14e-2(a) promulgated under the Exchange Act with regard to a
       tender or exchange offer not made in violation of this Section 6.04 or (ii)
       prior to receipt of the approval by the stockholders of Parent of this
       Agreement and the Merger from providing information (subject to a
       confidentiality agreement at least as restrictive as the Confidentiality
       Agreement) in connection with, and negotiating, another unsolicited, bona
       fide written proposal regarding a Parent Competing Transaction that (i)
       Parent's board of directors shall have concluded in good faith, after
       considering applicable state law, on the basis of advice of independent
       outside counsel of nationally recognized reputation, that failure to take
       such action would not be a proper exercise of the Parent's board of
       directors' fiduciary duties to Parent's stockholders under applicable law,
       (ii) if any cash consideration is involved, shall not be subject to any
       financing contingency, and with respect to which Parent's board of
       directors shall have determined in the proper exercise of its fiduciary
       duties to Parent's stockholders that the acquiring party is capable of
       consummating such Parent Competing Transaction on the terms proposed, and
       (iii) Parent's board of directors shall have determined (based upon the
       opinion of Parent's independent financial advisors of nationally recognized
       reputation) in the proper exercise of its fiduciary duties to Parent's
       stockholders that such Parent Competing Transaction provides greater value
       to the stockholders of Parent than the Merger (and Parent's independent
       financial advisors of nationally recognized reputation opine in writing
       that such Parent Competing Transaction is superior from a financial point
       of view) (any such Parent Competing Transaction being referred to herein as
       a "Parent Superior Proposal").  Parent shall notify Company promptly if any
       proposal or offer, or any inquiry or contact with any person with respect
       thereto, regarding a Parent Competing Transaction is made, such notice to
       include the identity of the person making such proposal, offer, inquiry or
       contact, and the terms of such Parent Competing Transaction.  Parent
       immediately shall cease and cause to be terminated all existing discussions
       or negotiations with any parties conducted heretofore with respect to a
       Parent Competing Transaction.  Parent shall not release any third party
       from, or waive any provision of, any confidentiality or standstill
       agreement to which it is a party.
  
                    SECTION 6.5.  Tax-Free Transaction; Pooling.
  
                             (a)      From and after  the date of this  Agreement,
                                      each party hereto  shall use all  reasonable
                                      efforts to cause the Merger to qualify,  and
                                      shall  not  knowingly  take any  actions  or
                                      cause any  actions to be taken  which  could
                                      reasonably be expected to prevent the Merger
                                      from (a)  qualifying  as a  "reorganization"
                                      under  Section  368(a)  of the  Code  or (b)
                                      being  treated  for   financial   accounting
                                      purposes  as a  "pooling  of  interests"  in
                                      accordance with U.S. GAAP and the accounting
                                      standards of the SEC.
  
                             (b)      Parent   shall   execute   and   deliver   a
                                      certificate,  in form reasonably  acceptable
                                      to Company,  signed by an officer of Parent,
                                      setting  forth factual  representations  and
                                      covenants that will serve as a basis for the
                                      tax opinion  required under Section  8.02(c)
                                      hereof.
  
                    SECTION 6.6. Control of Operations.  Nothing contained in this
  Agreement  shall give Parent,  directly or  indirectly,  the right to control or
  direct the  operations  of Company  and the  Company  Subsidiaries  prior to the
  Effective Time. Prior to the Effective Time, Company shall exercise,  consistent
  with  the  terms  and  conditions  of  this  Agreement,   complete  control  and
  supervision over its operations.
  
                    SECTION 6.7.  Further Action; Consents; Filings.
  
  (a)  Upon the terms and subject to the conditions hereof, each of the parties
       hereto shall use all reasonable efforts to (i) take, or cause to be taken,
       all appropriate action, and do, or cause to be done, all things necessary,
       proper or advisable under applicable Law or otherwise to consummate and
       make effective the Merger, (ii) obtain from Governmental Entities any con-
       sents, licenses, permits, waivers, approvals, authorizations or orders
       required to be obtained or made by Parent or Company or any of their
       respective subsidiaries in connection with the authorization, execution
       and delivery of this Agreement and the consummation of the Merger and (iii)
       make all necessary filings, and thereafter make any other required or
       appropriate submissions, with respect to this Agreement and the Merger
       required under (A) the rules and regulations of the NNM and the NSCM,(B)
       the Securities Act, the Exchange Act and any other applicable Federal or
       state securities Laws, (C) the HSR Act, if any, and (D) any other
       applicable Law.  The parties hereto shall cooperate and consult with each
       other in connection with the making of all such filings, including by pro-
       viding copies of all such documents to the nonfiling parties and their
       advisors prior to filing, and none of the parties shall file any such
       document if any of the other parties shall have reasonably objected to the
       filing of such document.  No party shall consent to any voluntary extension
       of any statutory deadline or waiting period or to any voluntary delay of
       the consummation of the Merger at the behest of any Governmental Entity
       without the consent and agreement of the other parties hereto, which
       consent shall not be unreasonably withheld or delayed.
  
  (b)  Each of  Company  and  Parent  will give (or will cause their respective
       subsidiaries to give) any notices to third persons, and use, and cause
       their  respective  subsidiaries to use,   reasonable   efforts  to  obtain
       any consents  from  third   persons   necessary, proper  or  advisable  to
       consummate   the transactions contemplated by this Agreement.
  
                    SECTION 6.8. Additional Reports. Company and Parent shall each
  furnish to the other  copies of any reports of the type  referred to in Sections
  4.07 and  5.06,  which it files  with the SEC on or after the date  hereof,  and
  Company  and Parent,  as the case may be,  covenant  and warrant  that as of the
  respective dates thereof,  such reports will not contain any untrue statement of
  a material fact or omit to state a material  fact required to be stated  therein
  or necessary to make the statements therein, in light of the circumstances under
  which  they were  made,  not  misleading.  Any  unaudited  consolidated  interim
  financial  statements  included in such reports (including any related notes and
  schedules)  will  fairly  present  the  financial  position  of Company  and its
  consolidated  subsidiaries or Parent and its consolidated  subsidiaries,  as the
  case may be, as of the dates thereof and the results of  operations  and changes
  in financial position or other information  including therein for the periods or
  as of the date then  ended  (subject,  where  appropriate,  to  normal  year-end
  adjustments),  in each case in  accordance  with  past  practice  and U.S.  GAAP
  consistently  applied during the periods involved (except as otherwise disclosed
  in the notes thereto).
  
                    SECTION  6.9.  Tax  Information.  Company  shall  provide  the
  following  information to Parent not later than two weeks after the date of this
  Agreement:  (i) a  complete  list of the  types of Tax  Returns  being  filed by
  Company and each Company Subsidiary in each taxing jurisdiction,  (ii) a list of
  all  closed  years with  respect  to each such type of Tax Return  filed in each
  jurisdiction, and (iii) a list of any deferred intercompany gain with respect to
  transactions  to  which  Company  or any  Company  Subsidiary  has been a party.
  Company  shall   provide   Parent  and  its   accountants,   counsel  and  other
  representatives  reasonable  access,  during  normal  business  hours during the
  period  prior  to  the   Effective   Time,  to  all  of  Company's  and  Company
  Subsidiaries' Tax Returns and other records and workpapers relating to Taxes.
  
  ARTICLE VII.
  
  ADDITIONAL AGREEMENTS
  
                    SECTION 7.1.  Registration Statement; Joiht Proxy Statement.
  
  (a)  As promptly as practicable after the execution of this Agreement, Parent
       and Company shall jointly prepare and shall file with the SEC a document or
       documents that will constitute (i) the prospectus forming part of the
       registration statement on Form S-4 of Parent (together with all amendments
       thereto, the "Registration Statement"), in connection with the registration
       under the Securities Act of Parent Common Stock to be issued to Company's
       stockholders pursuant to the Merger and (ii) the joint proxy statement with
       respect to the Merger relating to the special meetings of Company's stock-
       holders to be held to consider approval of this Agreement and the Merger
       (the "Company Stockholders' Meeting") and of Parent's stockholders to be
       held to consider approval of the issuance of Parent Common Stock (the
       "Share Issuance") to Company's stockholders pursuant to the Merger (the
       "Parent Stockholders' Meeting") (together with any amendments thereto, the
       "Joint Proxy Statement").  Copies of the Joint Proxy Statement shall be
       provided to the NNM in accordance with its rules.  Each of the parties
       hereto shall use all reasonable efforts to cause the Registration Statement
       to become effective as promptly as practicable after the date hereof, and,
       prior to the effective date of the Registration Statement, the parties
       hereto shall take all action required under any applicable Laws in
       connection with the issuance of shares of Parent Common Stock pursuant to
       the Merger.  Parent or Company, as the case may be, shall furnish all
       information concerning Parent or Company as the other party may reasonably
       request in connection with such actions and the preparation of the
       Registration Statement and the Joint Proxy Statement.  Each of Parent and
       Company shall notify the other of the receipt of any comments from the SEC
       on the Registration Statement and the Joint Proxy Statement and of any
       requests by the SEC for any amendments or supplements thereto or for
       additional information and shall provide to each other promptly copies of
       all correspondence between Parent, Company or any of their representatives
       and advisors and the SEC.  As promptly as practicable after the effective
       date of the Registration Statement, the Joint Proxy Statement shall be
       mailed to the stockholders of Company and of Parent.  Each of the parties
       hereto shall cause the Joint Proxy Statement to comply as to form and
       substance as to such party in all material respects with the applicable
       requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) the
       rules and regulations of the NNM.
  
  (b)  The Joint Proxy  Statement shall include (i) the   approval   of  the
       Merger   and  the recommendation  of the board of directors of Company to
       Company's  stockholders that they vote in favor of approval of this
       Agreement and the  Merger,  and  (ii) the  opinion  of Company  Financial
       Advisor  referred  to in Section  4.19.  The  Joint  Proxy  Statement
       shall  include  the  approval  of the  Share Issuance and the
       recommendation of the board of   directors   of   Parent   to   Parent's
       stockholders  that  they  vote in  favor  of approval of the Share
       Issuance.
  
  (c)  No amendment or supplement to the Joint Proxy Statement or the Registration
       Statement shall be made without the approval of Parent and Company, which
       approval shall not be unreasonably withheld or delayed.  Each of the
       parties hereto shall advise the other parties hereto, promptly after it
       receives notice thereof, of the time when the Registration Statement has
       become effective or any supplement or amendment has been filed, of the
       issuance of any stop order, of the suspension of the qualification of the
       Parent Common Stock issuable in connection with the Merger for offering
       or sale in any jurisdiction, or of any request by the SEC for amendment of
       the Joint Proxy Statement or the Registration Statement or comments thereon
       and responses thereto or requests by the SEC for additional information.
  
  (d)  None of the information supplied by Company for inclusion or incorporation
       by reference in the Registration Statement or the Joint Proxy Statement
       shall, at the respective times filed with the SEC or other regulatory
       agency and, in addition, (A) in the case of the Joint Proxy Statement, at
       the date it or any amendments or supplements thereto are mailed to stock-
       holders of Parent and Company, at the time of the Company Stockholders'
       Meeting, at the time of the Parent Shareholders' Meeting and at the
       Effective Time and (B) in the case of the Registration Statement, when it
       becomes effective under the Securities Act and at the Effective Time,
       contain any untrue statement of a material fact or omit to state any
       material fact required to be stated therein or necessary in order to make
       the statements therein, in light of the circumstances under which they are
       made, not misleading.  If at any time prior to the Effective Time any event
       or circumstance relating to Company or any Company Subsidiary, or their
       respective officers or directors, should be discovered by Company that
       should be set forth in an amendment or a supplement to the Registration
       Statement or the Joint Proxy Statement, Company shall promptly inform
       Parent.  All documents that Company is responsible for filing with the SEC
       in connection with the Merger will comply as to form in all material
       respects with the applicable requirements of the rules and regulations of
       the Securities Act and the Exchange Act.
  
  (e)  None of the information supplied by Parent for inclusion or incorporation
       by reference in the Registration Statement or the Joint Proxy Statement
       shall, at the respective times filed with the SEC or other regulatory
       agency and, in addition, (A) in the case of the Joint Proxy Statement, at
       the date it or any amendments or supplements thereto are mailed to stock-
       holders of Parent and Company, at the time of Company Stockholders'
       meeting, at the time of the Parent Shareholders' Meeting and at the
       Effective Time and (B) in the case of the Registration Statement, when it
       becomes effective under the Securities Act and at the Effective Time,
       contain any untrue statement of a material fact or omit to state any
       material fact required to be stated therein or necessary in order to make
       the statements therein, in light of the circumstances under which they are
       made, not misleading.  If, at any time prior to the Effective Time, any
       event or circumstance relating to Parent or any Parent Subsidiary, or their
       respective officers or directors, should be discovered by Parent that
       should be set forth in an amendment or a supplement to the Registration
       Statement or the Joint Proxy Statement, Parent shall promptly inform
       Company.  All documents that Parent is responsible for filing with the SEC
       in connection with the Merger will comply as to form in all material
       respects with the applicable requirements of the rules and regulations of
       the Securities Act and the Exchange Act.
  
                    SECTION 7.2.  Stockholders'  Meetings.  Company shall call and
  hold the Company Stockholders' Meeting and Parent shall call and hold the Parent
  Stockholders'  Meeting as promptly as practicable  after the date hereof for the
  purpose of voting  upon the  approval  of this  Agreement  and the Merger or the
  Share Issuance,  as the case may be, pursuant to the Joint Proxy Statement,  and
  Company  and  Parent  shall  use  all  reasonable  efforts  to hold  the  Parent
  Stockholders'  Meeting and the Company Stockholders' Meeting on the same day and
  as soon as  practicable  after  the date on  which  the  Registration  Statement
  becomes effective.  Except as otherwise contemplated by this Agreement,  Company
  shall use all  reasonable  efforts to solicit from its  stockholders  proxies in
  favor of the  approval of this  Agreement  and the Merger  pursuant to the Joint
  Proxy Statement and shall take all other action necessary or advisable to secure
  the vote or consent of  stockholders  required by the NYBCL or applicable  other
  stock  exchange  requirements  to obtain  such  approval.  Except  as  otherwise
  contemplated  by this  Agreement,  Parent  shall use all  reasonable  efforts to
  solicit from its stockholders proxies in favor of the Share Issuance pursuant to
  the Joint Proxy Statement and shall take all other action necessary or advisable
  to secure the vote or consent of stockholders required by the DGCL or applicable
  stock exchange requirements to obtain such approval.  Each of the parties hereto
  shall take all other action  necessary  or, in the opinion of the other  parties
  hereto,  advisable to promptly and  expeditiously  secure any vote or consent of
  stockholders  required  by  applicable  Law  and  such  party's  certificate  of
  incorporation and bylaws to effect the Merger.
  
                    SECTION 7.3.  Affiliates.
  
  (a)  Company will use reasonable efforts to obtain an executed letter agreement
       substantially in the form of Annex C hereto from (i) each person identified
       in Schedule 4.18 of the Company Disclosure Schedule within 15 days
       following the execution and delivery of this Agreement and (ii) from any
       person who, to the knowledge of Company, may be deemed to have become an
       affiliate of Company after the date of this Agreement and prior to the
       Effective Time as soon as practicable after attaining such status.  The
       foregoing notwithstanding, Parent shall be entitled to place legends as
       specified in the Affiliate Agreement on the certificates evidencing any of
       the Parent Common Stock to be received by (i) any affiliate of Company or
       (ii) any person Parent reasonably identifies (by written notice to Company)
       as being a person who may be deemed an "affiliate" within the meaning of
       Rule 145 promulgated under the Securities Act, and to issue appropriate
       stop transfer instructions to the transfer agent for such Parent Common
       Stock, consistent with the terms of the Affiliate Agreement, regardless of
       whether such person has executed Affiliate Agreement and regardless of
       whether such person's name and address appear on Schedule 4.18 of the
       Company Disclosure Schedule.
  
  (b)  Parent will use reasonable efforts to obtain an executed letter  agreement
       substantially in the form of Annex D hereto  from (i) each officer  and
       director  of Parent  within 15 days following the execution and delivery of
       this Agreement and (ii) from any person who, to the knowledge of Parent,
       may be deemed to have become an affiliate of Parent after the date  of this
       Agreement  and  prior  to the Effective Time as soon as practicable  after
       attaining such status.
  
   SECTION 7.4.  Directors' and Officers' Indemnification and Insurance.
  
   (a) The provisions with  respect  to indemnification  that  are set  forth in
       the certificate of  incorporation  and bylaws of the  Surviving
       Corporation  shall  not  be  amended,  repealed or otherwise modified for
       a period  of six  years  from the  Effective Time  in  any  manner   that
       would   affect adversely    the   rights  thereunder of individuals  who at
       or at any time  prior to the Effective Time were directors, officers,
       employees or agents of Company.
  
  (b)  From and after the Effective Time, Parent shall indemnify and hold harmless
       each present and former director and officer of Company (the "Indemnified
       Parties"), against any costs or expenses (including reasonable attorneys'
       fees), judgments, fines, losses, claims, damages or liabilities
       (collectively, "Costs") incurred in connection with any claim, action,
       suit, proceeding or investigation, whether civil, criminal, administrative
       or investigative, arising out of or pertaining to matters relating to their
       service as such an officer or director existing or occurring at or prior to
       the Effective Time, whether asserted or claimed prior to, at or after the
       Effective Time, to the fullest extent that Company would have been
       permitted under Delaware law and its charter documents (each as in effect
       on the date hereof) to indemnify such Indemnified Parties.
  
  (c)  For  a  period  of  five  years   after  the Effective  Time,  Parent shall
       use its best efforts to maintain in effect the directors' and officers'
       liability  insurance policies maintained  by Company;  provided,  however,
       that in no event shall Parent be required to expend  in any one year in
       excess of 150% of the annual premium currently paid by Company for  such
       coverage,  which  Company  hereby represents is $33,000, and provided
       further, that  if  the  premium  for  such   coverage exceeds such amount,
       Parent shall purchase a policy with the greatest coverage  available for
       such 150% of the annual premium.
  
  (d)  If the Surviving  Corporation  or any of its successors or assigns (i) con-
       solidates  with or merges  into any other  person  and shall not   be   the
       continuing   or   surviving corporation or entity of such  consolidation
       or   merger   or  (ii)   transfers   all  or substantially  all  of  its
       properties  and assets to any person,  then and in each such case, proper
       provision shall be made so that the  successors and assigns of the
       Surviving Corporation assume the obligations set forth in this Section
       7.04.
  
                    SECTION  7.5.  No  Shelf  Registration.  Parent  shall  not be
  required to amend or maintain the  effectiveness of the  Registration  Statement
  for the  purpose  of  permitting  resale of the  shares of Parent  Common  Stock
  received  pursuant hereto by the persons who may be deemed to be "affiliates" of
  Company within the meaning of Rule 145 promulgated under the Securities Act.
  
                    SECTION 7.6. Public  Announcements.  The initial press release
  concerning the Merger shall be a joint press release and, thereafter, Parent and
  Company  shall  consult  with each other  before  issuing  any press  release or
  otherwise  making any public  statements  with respect to this  Agreement or the
  Merger  and  shall  not issue any such  press  release  or make any such  public
  statement without the prior written approval of the other,  except to the extent
  required by applicable Law or the  requirements  of the rules and regulations of
  the NNM or the NSCM,  in which case the issuing  party shall use all  reasonable
  efforts to consult  with the other  party  before  issuing  any such  release or
  making any such public statement.
  
                    SECTION 7.7. NNM Listing.  Prior to the Effective Time, Parent
  shall file with the NNM a  Notification  Form for Listing of  Additional  Shares
  with respect to the Parent  Common Stock issued or issuable in  connection  with
  the Merger and shall use all reasonable efforts to have such Parent Common Stock
  approved for quotation on the NNM.
  
                    SECTION 7.8. Blue Sky. Parent shall use all reasonable efforts
  to obtain  prior to the  Effective  Time all  necessary  permits  and  approvals
  required under Blue Sky Laws to permit the  distribution of the shares of Parent
  Common Stock to be issued in accordance with the provisions of this Agreement.
  
                    SECTION 7.9. Company Stock Options/Registration  Statements on
  Form S-8.  Parent  shall  reserve  for  issuance  the number of shares of Parent
  Common  Stock that will be  issuable  upon  exercise  of Company  Stock  Options
  assumed  pursuant to Section  3.05  hereof.  Within 20  business  days after the
  Effective  Time,  Parent  shall  file  with  the SEC  one or  more  registration
  statements  on Form S-8 for the  shares of Parent  Common  Stock  issuable  with
  respect to Company  Stock Options and will  maintain the  effectiveness  of such
  registration  statements  for so long as any of such  options  or  other  rights
  remain outstanding.  The Company ESPP shall be terminated prior to the Effective
  Date.  Parent  shall  use  reasonable  commercial  efforts  to take any  actions
  necessary on the part of Parent to enable subsequent transactions by persons who
  formerly  held Company  Stock Options in Parent Common Stock after the Effective
  Time to be exempt from the  application of Section 16(b) of the Exchange Act, to
  the extent permitted thereunder.
  
                    SECTION  7.10.  Employee  Matters.   Simultaneously  with  the
  Merger,  the Surviving  Corporation  shall assume all employment  agreements and
  termination  benefit  agreements and arrangements which are in effect at Company
  on the date  hereof.  Company  and  Parent  agree  to  cooperate  and take  such
  reasonable  actions  as may be  required  to effect  an  orderly  transition  of
  benefits  coverage under  Company's  401(k) plan,  including but not limited to,
  termination  of such plan.  As of the  Effective  Time,  Parent  shall cause the
  Surviving  Corporation to honor and satisfy all obligations and liabilities with
  respect  to the  Company  Benefit  Plans.  Notwithstanding  the  foregoing,  the
  Surviving  Corporation shall not be required to continue any particular  Company
  Benefit  Plan after the  Effective  Time,  and any Company  Benefit  Plan may be
  amended or terminated in accordance  with its terms and  applicable  law. To the
  extent  that any  Company  Benefit  Plan is  terminated  or  amended  after  the
  Effective  Time so as to reduce the benefits  that are then being  provided with
  respect to participants thereunder, Parent shall arrange for each individual who
  is then a participant  in such  terminated or amended plan to  participate  in a
  comparable  Parent  Benefit Plan in  accordance  with the  eligibility  criteria
  thereof, provided that (i) such participants shall receive full credit for years
  of service with Company or any of Company  Subsidiaries  prior to the Merger for
  purposes of eligibility and vesting, but excluding benefit accrual or the amount
  of benefits,  (ii) such  participants  shall  participate  in the Parent Benefit
  Plans on terms no less  favorable  than  those  offered  by Parent to  similarly
  situated  employees  of  Parent  and  (iii)  Parent  shall  cause  any  and  all
  pre-existing  conditions  limitations  (to the extent such  limitations  did not
  apply  to  a  pre-existing  condition  under  the  Company  Benefit  Plans)  and
  eligibility  waiting  periods  under any group  health  plans to be waived  with
  respect to such participants and their eligible dependents.
  
                    SECTION 7.11. Iboard Representation. Company shall be entitled
  to  designate  one  individual  (the  "Company  Nominee")  to Parent's  Board of
  Directors,  who shall be entitled to serve from the Effective Time and until his
  successor shall be duly elected and qualified.
  
  ARTICLE VIII.
  
  CONDITIONS TO THE MERGER
  
                    SECTION 8.1.  Conditions  tot he  Obligations of Each Party to
  Consummate the Merger.  The  obligations of the parties hereto to consummate the
  Merger are subject to the  satisfaction  or, if  permitted  by  applicable  Law,
  waiver of the following conditions:
  
                    the Registration  Statement shall have been declared effective
           by the SEC under the  Securities  Act and no stop order  suspending the
           effectiveness of the  Registration  Statement shall have been issued by
           the SEC and no proceeding for that purpose shall have been initiated by
           the SEC and not concluded or withdrawn;
  
                    this Agreement and the Merger shall have been duly approved by
           the requisite vote of  stockholders  of Company in accordance  with the
           NYBCL  and by the  requisite  vote of the  stockholders  of  Parent  in
           accordance with the rules of the NNM;
  
                    no order, statute,  rule,  regulation,  executive order, stay,
           decree,  judgment  or  injunction  shall  have been  enacted,  entered,
           promulgated  or  enforced  by any court or  Governmental  Entity  which
           prohibits or prevents the consummation of the Merger which has not been
           vacated,  dismissed or withdrawn prior to the Effective  Time.  Company
           and Parent shall use their  reasonable  best efforts to have any of the
           foregoing vacated, dismissed or withdrawn by the Effective Time;
  
                    any waiting period (and any extension  thereof)  applicable to
           the  consummation  of the  Merger  under  the  HSR  Act  or  any  other
           applicable  competition,  merger  control  or  similar  Law shall  have
           expired or been terminated;
  
                    all consents, approvals and authorizations legally required to
           be obtained to consummate  the Merger shall have been obtained from all
           Governmental  Entities,  except  where the  failure  to obtain any such
           consent,  approval or authorization could not reasonably be expected to
           result  in a Parent  Material  Adverse  Effect  or a  Company  Material
           Adverse Effect;
  
                    The board of  directors  of  Company  shall not have  revoked,
           amended or modified, in any adverse respect, its approval of the Merger
           or its  recommendation to Company's  stockholders  described in Section
           7.01(b)(i);
  
                    The shares of Parent  Common  Stock to be issued in the Merger
           shall have been authorized for listing on the NNM, subject to notice of
           issuance;
  
                    The  board of  directors  of Parent  shall  not have  revoked,
           amended or modified, in any adverse respect, its approval of the Merger
           or the Share Issuance or its  recommendation  to Parent's  stockholders
           described in Section 7.01(b) hereof; and
  
                    Each of Parent and Company  shall have been advised in writing
           by Ernst & Young LLP as of the date upon which the Effective Time is to
           occur, in a form and in substance reasonably acceptable to Parent, that
           the Merger can  properly be accounted  for as a "pooling of  interests"
           business  combination  in accordance  with U.S. GAAP and the accounting
           standards of the SEC.
  
                    SECTION 8.2.  Conditions to the  Obligations  of Company.  The
  obligations of Company to consummate the Merger,  or to permit the  consummation
  of the Merger are subject to the  satisfaction  or, if permitted  by  applicable
  Law, waiver of the following further conditions:
  
                    each of the representations and warranties of Parent contained
           in this Agreement  shall be true,  complete and correct in all material
           respects both when made and on and as of the Effective  Time as if made
           at  and  as of the  Effective  Time  (other  than  representations  and
           warranties  which address matters only as of a certain date which shall
           be true,  complete  and  correct as of such  certain  date) and Company
           shall have received a certificate  of the Chief  Executive  Officer and
           Chief Financial Officer of Parent to such effect;
  
                    Parent  shall  have  performed  or  complied  in all  material
           respects with all covenants  required by this Agreement to be performed
           or complied  with by it on or prior to the  Effective  Time and Company
           shall have received a certificate  of the Chief  Executive  Officer and
           Chief Financial Officer of Parent to that effect;
  
                    Company  shall use its  reasonable  best  efforts to obtain an
           opinion from its tax counsel  substantially  to the effect that, if the
           Merger  is  consummated  in  accordance  with  the  provisions  of this
           Agreement,  under  current law, for federal  income tax  purposes,  the
           Merger will qualify as a  reorganization  within the meaning of Section
           368(a) of the Code, which opinion Company shall use its reasonable best
           efforts to obtain; and
  
                    There shall have been no Parent Material  Adverse Effect since
  the date of this Agreement.
  
                    SECTION 8.3.  Conditions  to the  Obligations  of Parent.  The
  obligations of Parent to consummate  the Merger are subject to the  satisfaction
  or waiver of the following further conditions:
  
                    each  of  the   representations   and  warranties  of  Company
           contained in this Agreement shall be true,  complete and correct in all
           material respects both when made and on and as of the Effective Time as
           if made at and as of the Effective Time (other than representations and
           warranties  which address matters only as of a certain date which shall
           be true, complete and correct as of such certain date) and Parent shall
           have received a certificate  of the Chief  Executive  Officer and Chief
           Financial Officer of Company to such effect;
  
                    Company  shall have  performed  or  complied  in all  material
           respects with all covenants  required by this Agreement to be performed
           or  complied  with by it on or prior to the  Effective  Time and Parent
           shall have received a certificate  of the Chief  Executive  Officer and
           Chief Financial Officer of Company to that effect; and
  
                    There shall have been no Company Material Adverse Effect since
  the date of this Agreement.
  
  ARTICLE IX.
  
  TERMINATION, AMENDMENT AND WAIVER
  
  SECTION 9.1.  Termination.  This Agreement may be terminated and the Merger may
  be abandoned at any time prior to the Effective Time, notwithstanding any
  requisite adoption and approval of this Agreement, as follows:
  
                    by mutual written consent duly authorized by the boards of
            directors of each of Parent and Company;
  
                    by either Parent or Company,  if the Effective  Time shall not
           have occurred on or before November 30, 1999; provided,  however,  that
           the right to terminate this Agreement  under this Section 9.01(b) shall
           not be available to any party whose  failure to fulfill any  obligation
           under this Agreement shall have caused,  or resulted in, the failure of
           the Effective Time to occur on or before such date;
  
                    by either Parent or Company,  if any Governmental Order, writ,
           injunction or decree  preventing the  consummation  of the Merger shall
           have been entered by any court of competent jurisdiction and shall have
           become final and nonappealable;
  
  (a)  by Parent, if (i) the board of directors of Company withdraws, modifies or
       changes its recommendation of this Agreement or the Merger in a manner
       adverse to Parent or its stockholders or shall have resolved to do so, (ii)
       the board of directors of Company shall have recommended to the stock-
       holders of Company a Company Competing Transaction or shall have resolved
       to do so, (iii) a Company Competing Transaction shall have been announced
       or otherwise publicly known and the board of directors of Company shall
       have (A) failed to recommend against acceptance of such by its stockholders
       (including by taking no position, or indicating its inability to take a
       position, with respect to the acceptance of a Company Competing Transaction
       involving a tender offer or exchange offer by its stockholders), (B) failed
       to reconfirm its approval and recommendation of this Agreement and the
       transactions contemplated hereby within 15 business days of the first
       announcement or other public knowledge of such Competing Offer or (C)
       determined that such Company Competing Transaction was a Company Superior
       Proposal and to take any of the actions allowed by clause (ii) of Section
       6.04(a), or (iv) the board of directors of Company resolves to take any of
       the actions described above;
  
  (b)  by Company, if (i) the board of directors of Parent withdraws, modifies or
       changes its recommendation of this Agreement or the Merger in a manner
       adverse to Company or its stockholders or shall have resolved to do so,
       (ii) the board of directors of Parent shall have recommended to the stock-
       holders of Parent a Parent Competing Transaction or shall have resolved to
       do so, (iii) a Parent Competing Transaction shall have been announced or
       otherwise publicly known and the board of directors of Parent shall have
       (A) failed to recommend against acceptance of such by its stockholders (in-
       cluding by taking no position, or indicating its inability to take a
       position, with respect to the acceptance of a Parent Competing Transaction
       involving a tender offer or exchange offer by its stockholders), (B) failed
       to reconfirm its approval and recommendation of this Agreement and the
       transactions contemplated hereby within 15 business days of a request made
       by the Company following the first announcement or other public knowledge
       of such offer for a Parent Competing Transaction or a Parent Combination
       Transaction, or (C) determined that such Parent Competing Transaction was a
       Parent Superior Proposal and to take any of the actions allowed by clause
       (ii) of Section 6.04(b), or (iv) the board of directors of Parent resolves
       to take any of the actions described above;
  
  (c)  by Parent or Company,  if (i) this Agreement and the Merger  shall fail to
       receive  the requisite  votes for approval at the Company Stockholders'
       Meeting or any adjournment or postponement  thereof  or (ii) if the  Share
       Issuance shall fail to receive the requisite votes for approval at the
       Parent Shareholders'  Meeting or any adjournment or postponement thereof;
  
  (d)  by Parent, 10 days after receipt by Company of a written notice from Parent
       of a breach of any representation, warranty, covenant or agreement on the
       part of Company set forth in this Agreement, or if any representation or
       warranty of Company shall have become untrue, incomplete or incorrect, in
       either case such that the conditions set forth in Section 8.03 would not be
       satisfied (a "Terminating Company Breach"); provided, however, that if such
       Terminating Company Breach is curable by Company through the exercise of
       its reasonable efforts within 10 days and for so long as Company continues
       to exercise such reasonable efforts, Parent may not terminate this
       Agreement under this Section 9.01(g); and provided, further that the
       preceding proviso shall not in any event be deemed to extend any date set
       forth in paragraph (b) of this Section 9.01;
  
  (e)  by Company, 10 days after receipt by Parent of a written notice from
       Company of a breach of any representation, warranty, covenant or agreement
       on the part of Parent set forth in this Agreement, or if any representation
       or warranty of Parent shall have become untrue, incomplete or incorrect, in
       either case such that the conditions set forth in Section 8.02 would not be
       satisfied (a "Terminating Parent Breach"); provided, however, that if such
       Terminating Parent Breach is curable by Parent through the exercise of its
       reasonable efforts within 10 days and for so long as Parent continues to
       exercise such reasonable efforts, Company may not terminate this Agreement
       under this Section 9.01(h); and provided, further that the preceding
       proviso shall not in any event be deemed to extend any date set forth in
       paragraph (b) of this Section 9.01;
  
  The right of any party  hereto to  terminate  this  Agreement  pursuant  to this
  Section 9.01 will remain  operative  and in full force and effect  regardless of
  any  investigation  made  by or on  behalf  of  any  party  hereto,  any  person
  controlling  any  such  party or any of their  respective  officers,  directors,
  representatives  or  agents,  whether  prior to or after the  execution  of this
  Agreement.
  
                    SECTION  9.2.  Effect of  Termination.  Except as  provided in
  Section 9.05, in the event of termination of this Agreement  pursuant to Section
  9.01, this Agreement shall  forthwith  become void,  there shall be no liability
  under this Agreement on the part of any party hereto or any of its affiliates or
  any of its or their  officers or directors,  and all rights and  obligations  of
  each party hereto  shall cease;  provided,  however,  that nothing  herein shall
  relieve any party hereto from liability for the willful or intentional breach of
  any of its  representations  and warranties or the willful or intentional breach
  of any of its covenants or agreements set forth in this Agreement.
  
                    SECTION 9.3.  Amendment.  This Agreement may be amended by the
  parties  hereto by action  taken by or on behalf of their  respective  boards of
  directors at any time prior to the  Effective  Time;  provided,  however,  that,
  after  the  approval  of this  Agreement  by the  stockholders  of  Company,  no
  amendment  may be made that  changes  the amount or type of  consideration  into
  which Company common stock will be converted  pursuant to this  Agreement.  This
  Agreement may not be amended  except by an  instrument in writing  signed by the
  parties hereto.
  
                    SECTION 9.4. Waiver.  At any time prior to the Effective Time,
  any  party  hereto  may (a)  extend  the time for or waive  compliance  with the
  performance of any obligation or other act of any other party hereto,  (b) waive
  any inaccuracy in the representations and warranties  contained herein or in any
  document  delivered  pursuant hereto and (c) waive compliance by the other party
  with any of the agreements or conditions contained herein. Any such extension or
  waiver  shall be valid if set forth in an  instrument  in writing  signed by the
  party or parties to be bound thereby.
  
                    SECTION 9.5.  Termination Fee: Expenses.
  
  (a)  Except  as set forth in this  Section  9.05, all  Expenses  incurred in
       connection  with this  Agreement and the Merger shall be paid by  the party
       incurring   such  Expenses, whether  or not the  Merger is  consummated,
       except that  Parent and  Company  each shall pay one-half of all Expenses
       incurred solely for   printing,   filing  and   mailing  the Registration
       Statement  and the Joint Proxy Statement  and all SEC and other  regulatory
       filing fees incurred in connection  with the Registration  Statement  and
       the Joint Proxy Statement  and any fees  required to be paid under the HSR
       Act.
  
  (b)  In the event that (i) Parent shall terminate this Agreement  pursuant to
       Section  9.01(d) or  (ii)   Parent   shall   terminate   this Agreement
       due  to  a  Terminating   Company Breach pursuant to Section 9.01(g), but
       only if such breach was intentional, then Company shall   pay   to   Parent
       (the "Company  Termination  Fee")  a sum  equal  to  all of Parent's
       Expenses and an additional  amount equal to $4.5 million.  Notwithstanding
       the foregoing,  no fee shall be paid pursuant to this  Section  9.05(b) if
       Parent shall be in material    breach   of   its    obligations hereunder.
       Any Company Termination Fee shall be paid in same day funds  within  three
       (3) business days of the date of termination.
  
  (c)  In  the  event   that  (i)   Company   shall terminate this Agreement
       pursuant to Section 9.01(e) or (ii) Company shall terminate this Agreement
       due to a Terminating Parent Breach pursuant  to  Section  9.01(h),  but
       only if such  breach was  intentional,  then  Parent shall pay to  Company
       (the   "Parent  Termination  Fee")  a sum  equal  to  all of Company's
       Expenses and an additional amount equal to $4.5 million.  Notwithstanding
       the foregoing,  no fee shall be paid pursuant to this Section  9.05(c) if
       Company shall be in material    breach   of   its    obligations hereunder.
       Any Parent Termination Fee shall be paid in same day funds  within  three
       (3) business days of the date of termination.
  
  (d)  Parent and Company agree that the agreements contained in Sections 9.05(b)
       and 9.05(c) above are an integral part of the transaction contemplated by
       this Agreement and constituted liquidated damages and not a penalty.  If
       Company fails to pay to Parent any fee due under Section 9.05(b), Company
       shall pay the cash and expenses (including legal fees and expenses) in
       connection with any action, including the filing of any lawsuit of other
       legal action, taken to collect payment. Similarly, if Parent fails to pay
       to Company any fee due under Section 9.05(c), Parent shall pay the cash and
       expenses (including legal fees and expenses) in connection with any action,
       including the filing of any lawsuit of other legal action, taken to collect
       payment.
  
  ARTICLE X.
  
  GENERAL PROVISIONS
  
                    SECTION 10.1.  Non-Survival of Representations and Warranties.
  The  representations  and  warranties in this Agreement  shall  terminate at the
  Effective Time or upon the  termination  of this  Agreement  pursuant to Section
  9.01,  as the case may be. This  Section  10.01 shall not limit any  covenant or
  agreement of the parties which by its terms  contemplates  performance after the
  Effective Time.
  
                    SECTION 10.2. Notices. All notices,  requests, claims, demands
  and other  communications  hereunder shall be in writing and shall be given (and
  shall be deemed to have been duly given upon receipt) by delivery in person,  by
  telecopy or facsimile,  by registered or certified mail (postage prepaid, return
  receipt  requested)  or  by a  nationally  recognized  courier  service  to  the
  respective  parties at the  following  addresses (or at such other address for a
  party as shall be specified in a notice  given in  accordance  with this Section
  10.02):
  
                    if to Company:
  
                             MARKET GUIDE INC.
                             2001 Marcus Avenue
                             Suite S200
                             Lake Success, New York 11042-1011
                             Attention:  Chief Executive Officer
                             Telecopier:  516-327-2431
  
                    with a copy to:
  
                             Willkie Farr & Gallagher
                             787 Seventh Avenue
                             New York, New York 10019
                             Attention:       Jack H. Nusbaum, Esq. and
                             Steven A. Seidman, Esq.
                             Telecopier:  212-728-8111
  
                    if to Parent or Merger Sub:
  
                             MULTEX.COM, INC.
                             33 Maiden Lane, 5th Floor
                             New York, New York 10038
                             Attention:  Chief Financial Officer
                             Telecopier: 212-742-9561
  
                    with a copy to:
  
                             Brobeck, Phleger & Harrison LLP
                             1633 Broadway, 47th Floor
                             New York, NY 10019
                             Attention:  Alexander D. Lynch, Esq.
                             Telecopier:  (212) 586-7878
  
                    SECTION 10.3. Severability.  If any term or other provision of
  this Agreement is invalid, illegal or incapable of being enforced by any rule of
  Law or public  policy,  all other  conditions  and  provisions of this Agreement
  shall  nevertheless  remain in full force and effect so long as the  economic or
  legal substance of the Merger is not affected in any manner  materially  adverse
  to any  party.  Upon  such  determination  that any term or other  provision  is
  invalid,  illegal or  incapable  of being  enforced,  the parties  hereto  shall
  negotiate  in good faith to modify this  Agreement  so as to effect the original
  intent of the parties as closely as possible in a mutually  acceptable manner to
  the fullest  extent  permitted by applicable Law in order that the Merger may be
  consummated as originally contemplated to the fullest extent possible.
  
                    SECTION 10.4.  Assignment,  Binding Effect,  Benefit.  Neither
  this Agreement nor any of the rights,  interests or obligations  hereunder shall
  be  assigned  by any of the  parties  hereto  (whether  by  operation  of Law or
  otherwise)  without  the prior  written  consent  of the other  parties  hereto.
  Subject to the  preceding  sentence,  this  Agreement  shall be binding upon and
  shall inure to the benefit of the parties hereto and their respective successors
  and permitted assigns.  Notwithstanding  anything contained in this Agreement to
  the contrary,  other than Section 7.04, nothing in this Agreement,  expressed or
  implied,  is intended to confer on any person  other than the parties  hereto or
  their respective  successors and permitted  assigns any rights or remedies under
  or by reason of this  Agreement,  provided,  however,  that the  parties  hereto
  specifically  acknowledge  that the  provisions of Section  7.04,  7.09 and 7.10
  hereof are intended to be for the benefit of, and shall be  enforceable  by, the
  current and former  employees,  officers  and  directors  of Company  and/or the
  Company Subsidiaries  affected thereby and their heirs and representatives,  and
  the provisions of Sections 3.02(c),  3.04 and 3.05 herein are intended to be for
  the benefit of, and shall be enforceable by,  stockholders  of Company  affected
  thereby and their heirs and representatives.
  
                    SECTION 10.5. Incorporation of Exhibits. The Parent Disclosure
  Schedule,  the Company Disclosure  Schedule and all Exhibits attached hereto and
  referred  to  herein  are  hereby  incorporated  herein  and made a part of this
  Agreement  for all  purposes  as if fully set forth  herein.  Parent and Company
  acknowledge  that the Parent  Disclosure  Schedule  and the  Company  Disclosure
  Schedule (i) are qualified in their entitety by reference to specific provisions
  of this  Agreement  and (ii) are not  intended  to  constitute  and shall not be
  construed as indicating that such matter is required to be disclosed,  nor shall
  such  disclosure be construed as an admission that such  information is material
  with  respect  to Parent or  Company,  as the case may be,  except to the extent
  required by this Agreement and by applicable law.
  
                    SECTION 10.6.  Governing Law. THIS AGREEMENT SHALL BE GOVERNED
  BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE  WITH, THE LAWS OF THE STATE OF NEW
  YORK OTHER THAN CONFLICT OF LAWS PRINCIPLES THEREOF DIRECTING THE APPLICATION OF
  ANY LAW OTHER THAN THAT OF NEW YORK.
  
                    SECTION 10.7.  Waiver of Jury Trial.  EACH PARTY HERETO HEREBY
  IRREVOCABLY  WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING  (WHETHER BASED
  ON CONTRACT,  TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
  ANY  TRANSACTION  OR AGREEMENT  CONTEMPLATED  HEREBY OR THE ACTIONS OF ANY PARTY
  HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.
  
                    SECTION  10.8.  Headings;   Interpretation.   The  descriptive
  headings  contained in this Agreement are included for  convenience of reference
  only and  shall not  affect in any way the  meaning  or  interpretation  of this
  Agreement. The parties have participated jointly in the negotiation and drafting
  of  this  Agreement.  In the  event  an  ambiguity  or  question  of  intent  or
  interpretation  arises,  this Agreement shall be construed as if drafted jointly
  by the parties,  and no  presumption  or burden of proof shall arise favoring or
  disfavoring  any party by virtue of the  authorship  of any  provisions  of this
  Agreement.
  
                    SECTION 10.9. Counterparts. This Agreement may be executed and
  delivered (including by facsimile transmission) in one or more counterparts, and
  by the different  parties  hereto in separate  counterparts,  each of which when
  executed and delivered  shall be deemed to be an original but all of which taken
  together shall constitute one and the same agreement.
  
                    SECTION 10.10. Entire Agreement. This Agreement (including the
  Exhibits,  the Parent Disclosure  Schedule and the Company Disclosure  Schedule)
  and the  Confidentiality  Agreement  constitute the entire  agreement  among the
  parties  with  respect to the  subject  matter  hereof and  supersede  all prior
  agreements  and  understandings  among the  parties  with  respect  thereto.  No
  addition to or  modification of any provision of this Agreement shall be binding
  upon any party hereto unless made in writing and signed by all parties hereto.
  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
  Agreement to be executed as of the date first written above by their  respective
  officers thereunto duly authorized.
  
                                  MULTEX.COM, INC.
  
                                                           By:
                                   Name:
                                  Title:
  
                                                      MARKET GUIDE INC.
  
                                                            By:
                                   Name:
                                  Title:
  
                                                       MERENGUE ACQUISITION CORP.
  
                                                           By:
                                  Name:
                                 Title:
  PARENT STOCKHOLDER AGREEMENT
  This PARENT STOCKHOLDER AGREEMENT (this "Agreement") is made and entered into as
  of June __, 1999 between Market Guide Inc., a New York corporation  ("Company"),
  and the undersigned stockholder ("Stockholder") of Multex.com,  Inc., a Delaware
  corporation ("Parent").  Capitalized terms used and not otherwise defined herein
  shall have the  respective  meanings set forth in the  Reorganization  Agreement
  described below.
  
                                      RECITALS
  
  WHEREAS, pursuant to an Agreement and Plan of Merger and Reorganization dated as
  of June __, 1999 by and among Parent,  Merengue  Acquisition  Corp.,  a New York
  corporation  and a wholly owned  subsidiary of Parent ("Merger Sub") and Company
  (such  agreement  as it  may  be  amended  is  hereinafter  referred  to as  the
  "Reorganization  Agreement"),  Parent  has  agreed to  acquire  the  outstanding
  securities of Company pursuant to a statutory merger of Merger Sub with and into
  Company  (the  "Merger")  in which each  outstanding  share of capital  stock of
  Company (the "Company  Capital  Stock") will be converted  into shares of common
  stock of Parent (the "Parent  Common  Stock") at the exchange  rate set forth in
  the Reorganization Agreement (the "Transaction");
  
  WHEREAS,  in order to induce Company to enter into the Reorganization  Agreement
  and consummate  the  Transaction,  Parent has agreed to use its reasonable  best
  efforts to cause each  stockholder  of Parent who is an  affiliate  of Parent to
  execute and deliver to Company a Parent Stockholder Agreement upon the terms set
  forth herein; and
  
  WHEREAS,  Stockholder is the  registered and beneficial  owner of such number of
  shares  of the  outstanding  capital  stock of  Parent  as is  indicated  on the
  signature page of this Agreement (the "Shares").
  
  NOW, THEREFORE, the parties agree as follows:
  
  1.                    Agreement to Retain Shares.
  1.1      Transfer and Encumbrance.
  
  (a)  Stockholder  represents and warrants to Company that (w) Stockholder is the
  beneficial owner of the Shares; (x) the Shares constitute  Stockholder's  entire
  interest in the outstanding  capital stock and voting securities of Parent;  (y)
  the Shares are, and will be at all times up until the Expiration  Date, free and
  clear of any liens,  claims,  options,  charges or other  encumbrances;  and (z)
  Stockholder's  principal  residence or place of business is accurately set forth
  on the signature page hereto.
  
  (b) Stockholder  agrees not to transfer (except as may be specifically  required
  by court order or by operation of law, in which case any such  transferee  shall
  agree to be bound hereby),  sell,  exchange,  pledge or otherwise  dispose of or
  encumber any Shares or any New Shares (as defined  below),  or to make any offer
  or agreement relating thereto, at any time prior to the Expiration Date. As used
  herein,  the term  "Expiration  Date" shall mean the earlier to occur of (i) the
  Effective Time or (ii) termination of the Reorganization Agreement in accordance
  with the terms thereof.
  
  1.2 New Shares.  Stockholder  agrees that any shares of capital  stock or voting
  securities  of  Parent  that  Stockholder  purchases  or with  respect  to which
  Stockholder  otherwise  acquires  beneficial  ownership  after  the date of this
  Agreement and prior to the  Expiration  Date ("New  Shares") shall be subject to
  the  terms  and  conditions  of this  Agreement  to the same  extent  as if they
  constituted Shares.
  
  2. Agreement to Vote Shares.  Prior to the Expiration  Date, at every meeting of
  the  stockholders of Parent at which any of the following is considered or voted
  upon,  and at every  adjournment  thereof,  and on every  action or  approval by
  written  resolution  of the  stockholders  of Parent with  respect to any of the
  following,  Stockholder shall vote the Shares and any New Shares, subject to the
  absence of a  preliminary  or permanent  injunction  or other final order by any
  United States federal,  state or foreign court barring such action,  in favor of
  approval and adoption of the Reorganization Agreement and of the Transaction and
  against any transaction  that may prevent or materially  impede the Transaction.
  Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict
  Stockholder  from acting in his capacity as a director or officer of Parent,  to
  the extent  applicable,  it being  understood that this Agreement shall apply to
  Stockholder solely in its capacity as a stockholder of Parent.
  
  3. Irrevocable  Proxy.  Stockholder hereby agrees to timely deliver to Company a
  duly executed proxy in the form attached  hereto as Annex A (the "Proxy"),  such
  Proxy to cover the Shares and all New Shares in respect of which  Stockholder is
  entitled  to vote at each  meeting  of the  stockholders  of Parent  (including,
  without  limitation,  each  written  consent in lieu of a meeting)  prior to the
  Expiration  Date.  In the event that  Stockholder  is unable to provide any such
  Proxy in a timely manner,  Stockholder hereby grants Company a power of attorney
  up to and through the Expiration  Date to execute and deliver such Proxy for and
  on behalf of  Stockholder,  such power of attorney,  which being coupled with an
  interest,  shall survive any death,  disability,  bankruptcy,  or any other such
  impediment of Stockholder.  Upon the execution of this Agreement by Stockholder,
  Stockholder hereby revokes any and all prior proxies or powers of attorney given
  by Stockholder with respect to the Shares and agrees not to grant any subsequent
  proxies  or powers of  attorney  with  respect  to the  Shares  until  after the
  Expiration Date.
  
  4. Representations,  Warranties and Covenants of Stockholder. Stockholder hereby
  represents,  warrants and covenants to Company as follows:  (a)  Stockholder has
  full power and legal capacity to execute and deliver this Agreement,  to perform
  its  obligations  hereunder  and to  consummate  the  transactions  contemplated
  hereby.  This  Agreement  has been duly and validly  executed  and  delivered by
  Stockholder  and  constitutes  the valid and binding  obligation of Stockholder,
  enforceable  against  Stockholder in accordance with its terms. Except as may be
  limited  by  (i)  the  effect  of   bankruptcy,   insolvency,   conservatorship,
  arrangement,  moratorium  or other laws  affecting  or relating to the rights of
  creditors  generally,  or (ii) the rules governing the  availability of specific
  performance,   injunctive  relief  or  other  equitable   remedies  and  general
  principles of equity, regardless of whether considered in a proceeding in equity
  or at law, the execution and delivery of this Agreement by Stockholder does not,
  and the performance of Stockholder's  obligations  hereunder will not, result in
  any breach of or  constitute a default (or an event that with notice or lapse of
  time or both  would  become a  default)  under,  or give to others  any right to
  terminate,  amend, accelerate or cancel any right or obligation under, or result
  in the creation of any lien or encumbrance on any Shares or New Shares  pursuant
  to, any note, bond, mortgage,  indenture,  contract,  agreement, lease, license,
  permit,  franchise or other  instrument or obligation to which  Stockholder is a
  party or by which  Stockholder  or the Shares or New Shares are or will be bound
  or affected.
  
  (b) Until the Expiration Date,  Stockholder will not (and will use Stockholder's
  reasonable best efforts to cause Parent, its affiliates, officers, directors and
  employees  and any  investment  banker,  attorney,  accountant  or  other  agent
  retained  by  Stockholder,  Parent or any of the same,  not to) (i)  initiate or
  solicit, directly or indirectly, any Parent Competing Transaction (as defined in
  the  Reorganization  Agreement);  (ii)  initiate,  directly or  indirectly,  any
  contact  with any person in an effort to or with a view towards  soliciting  any
  Parent Competing  Transaction;  (iii) furnish  information  concerning  Parent's
  business, properties or assets to any corporation,  partnership, person or other
  entity or group (other than Company,  or any associate,  agent or representative
  of Company) under any circumstances  that could reasonably be expected to relate
  to an actual or potential  Parent  Competing  Transaction;  or (iv) negotiate or
  enter into discussions or an agreement,  directly or indirectly, with any entity
  or group with respect of any  potential  Parent  Competing  Transaction.  In the
  event  Stockholder  shall  receive  or  become  aware  of any  Parent  Competing
  Transaction  subsequent to the date hereof,  Stockholder  shall promptly  inform
  Company as to any such  matter and the  details  thereof to the extent  possible
  without  breaching any other  agreement to which such  Stockholder is a party or
  violating its fiduciary duties.
  
  (c) Stockholder understands and agrees that if Stockholder attempts to transfer,
  vote or provide any other  person with the  authority  to vote any of the Shares
  other than in compliance with this Agreement,  Parent shall not, and Stockholder
  hereby  unconditionally and irrevocably instructs Parent to not, permit any such
  transfer on its books and records,  issue a new certificate  representing any of
  the Shares or record such vote unless and until  Stockholder shall have complied
  with the terms of this Agreement.
  
  5. Additional Documents.  Stockholder hereby covenants and agrees to execute and
  deliver any  additional  documents  necessary or  desirable,  in the  reasonable
  opinion of Company, to carry out the purpose and intent of this Agreement.
  
  6. Consent and Waiver. Stockholder hereby gives any consents or waivers that are
  reasonably  required for the consummation of the Transaction  under the terms of
  any  agreement  to  which  Stockholder  is a party  or  pursuant  to any  rights
  Stockholder may have.
  
  7.  Termination.  This Agreement and the Proxy delivered in connection  herewith
  shall  terminate and shall have no further force or effect as of the  Expiration
  Date or the termination of the  Reorganization  Agreement in accordance with its
  terms.
  
  8.  Confidentiality.  Stockholder  agrees (i) to hold any information  regarding
  this Agreement and the Transaction in strict confidence, and (ii) not to divulge
  any such  information to any third person,  except to the extent any of the same
  is hereafter  publicly  disclosed by Parent and to the  Stockholder's  agents or
  advisors in connection with the execution and performance of this Agreement.
  
  9.                    Miscellaneous.
  9.1  Severability.  If any term,  provision,  covenant  or  restriction  of this
  Agreement is held by a court of competent  jurisdiction  to be invalid,  void or
  unenforceable,  then the  remainder  of the  terms,  provisions,  covenants  and
  restrictions  of this Agreement  shall remain in full force and effect and shall
  in no way be affected, impaired or invalidated.
  
  9.2 Binding  Effect and  Assignment.  This  Agreement and all of the  provisions
  hereof shall be binding upon and inure to the benefit of the parties  hereto and
  their  respective  successors and permitted  assigns,  but,  except as otherwise
  specifically  provided  herein,  neither this  Agreement  nor any of the rights,
  interests or  obligations of the parties hereto may be assigned by either of the
  parties  without  the prior  written  consent of the other.  This  Agreement  is
  intended  to bind  Stockholder  solely as a  securityholder  of Parent only with
  respect to the specific matters set forth herein.
  
  9.3 Amendment and  Modification.  This  Agreement may not be modified,  amended,
  altered  or  supplemented  except by the  execution  and  delivery  of a written
  agreement executed by the parties hereto.
  
  9.4 Specific Performance; Injunctive Relief. The parties hereto acknowledge that
  Company will be irreparably  harmed and that there will be no adequate remedy at
  law for a violation of any of the  covenants or agreements  of  Stockholder  set
  forth herein.  Therefore,  it is agreed that, in addition to any other  remedies
  that may be available to Company upon any such violation, Company shall have the
  right  to  enforce  such  covenants  and  agreements  by  specific  performance,
  injunctive relief or by any other means available to Company at law or in equity
  and  Stockholder  hereby  waives any and all  defenses  which could exist in its
  favor in connection  with such  enforcement  and waives any  requirement for the
  security or posting of any bond in connection with such enforcement.
  
  9.5 Notices.  All notices,  requests,  demands or other  communications that are
  required  or may be given  pursuant to the terms of this  Agreement  shall be in
  writing  and shall be deemed to have  been duly  given if  delivered  by hand or
  mailed by registered or certified mail,  postage  prepaid,  or sent by facsimile
  transmission, as follows:
  
  (a)  If to Stockholder, at the address set forth below Stockholder's
       signature at the end hereof.
  
  (b)  if to Company, to:
  
                    Market Guide Inc.
                    2001 Marcus Avenue
                    Suite S200
                    Lake Success, New York  10042-1011
                    Attention:     Chief Executive Officer
                    Facsimile No:  (516) 327-2431
  
  with a copy to:
  
  Willkie Farr & Gallagher
  The Equitable Center
  787 Seventh Avenue
  New York, NY 10019-6099
  Attention:                       Jack H. Nusbaum, Esq.  and
                                   Steven A. Seidman, Esq.
  Facsimile No.: (212) 728-8111
  
  or to such other  address as any party hereto may designate for itself by notice
  given as herein provided.
  
  9.6 Governing Law. This Agreement  shall be governed by,  construed and enforced
  in  accordance  with the internal  laws of the State of New York without  giving
  effect to the principles of conflicts of law thereof.
  
  9.7  Entire  Agreement.   This  Agreement  and  the  Proxy  contain  the  entire
  understanding  of the  parties in  respect of the  subject  matter  hereof,  and
  supersede all prior  negotiations  and  understandings  between the parties with
  respect to such subject matter.
  
  9.8 Counterpart. This Agreement may be executed in several counterparts, each of
  which shall be an original,  but all of which together shall  constitute one and
  the same agreement.
  
  9.9 Effect of Headings. The section headings herein are for convenience only and
  shall not affect the construction or interpretation of this Agreement.
  
                              (Signature Page Follows)
  IN WITNESS WHEREOF, the parties have caused this Parent Stockholder Agreement to
  be executed as of the date first above written.
  
  MARKET GUIDE INC.                           STOCKHOLDER
  
  By:
  Name:                                       (Signature)
  Title:
  
                                              (Signature of Spouse)
  
                                              (Print Name of Stockholder)
  
                                              (Print Street Address)
  
                                              (Print City, State and Zip)
  
                                              (Print Telephone Number)
  
                                              (Social Security or Tax I.D. Number)
  
  Total Number of Shares of Parent Common Stock owned on the date hereof:
  
  Common Stock:
  
  State of Residence:
  ANNEX A
                                  IRREVOCABLE PROXY
                                  TO VOTE STOCK OF
                                  MULTEX.COM, INC.
  
  The  undersigned  stockholder  of  Multex.com,   Inc.,  a  Delaware  corporation
  ("Parent"), hereby irrevocably appoints the members of the Board of Directors of
  Market Guide Inc., a New York  corporation  ("Company") and each of them, or any
  other designee of Company,  up to and through the  Expiration  Date, as the sole
  and  exclusive  attorneys  and  proxies of the  undersigned,  with full power of
  substitution  and  resubstitution,  to vote and  exercise all voting and related
  rights (to the full  extent  that the  undersigned  is  entitled  to do so) with
  respect  to all of the  shares  of  capital  stock  of  Parent  that  now are or
  hereafter may be beneficially  owned by the  undersigned,  and any and all other
  shares or securities of Parent issued or issuable in respect thereof on or after
  the date hereof  (collectively,  the "Shares") in  accordance  with the terms of
  this  Irrevocable  Proxy.  The  Shares  beneficially  owned  by the  undersigned
  stockholder of Parent as of the date of this Irrevocable Proxy are listed on the
  final page of this Irrevocable  Proxy. Upon the undersigned's  execution of this
  Irrevocable  Proxy,  any and all prior  proxies  given by the  undersigned  with
  respect to any Shares are hereby revoked and the undersigned agrees not to grant
  any  subsequent  proxies with  respect to the Shares until after the  Expiration
  Date (as defined below).
  
  This Irrevocable Proxy is irrevocable,  is coupled with an interest,  including,
  but not limited to, that certain  Parent  Affiliate  Agreement  dated as of even
  date  herewith  by and  between  Parent and the  undersigned,  and is granted in
  consideration of Company entering into that certain Agreement and Plan of Merger
  and  Reorganization  (the  "Reorganization  Agreement")  by and among Parent and
  Merengue Acquisition Corp., a New York corporation and a wholly owned subsidiary
  of Parent ("Merger Sub"), and Company which  Reorganization  Agreement  provides
  for the  merger of Merger  Sub with and into  Company  (the  "Merger").  As used
  herein,  the term "Expiration  Date" shall mean the earlier to occur of (i) such
  date and time as the Merger shall become  effective in accordance with the terms
  and provisions of the Reorganization Agreement, and (ii) the date of termination
  of the Reorganization Agreement.
  
  The attorneys and proxies  named above,  and each of them are hereby  authorized
  and empowered by the  undersigned,  at any time prior to the Expiration Date, to
  act as the  undersigned's  attorney and proxy to vote the Shares as indicated in
  Section 2 of the  Parent  Stockholders  Agreement,  and to  exercise  all voting
  rights  of the  undersigned  with  respect  to the  Shares  (including,  without
  limitation, the power to execute and deliver written consents), at every annual,
  special or adjourned  meeting of the stockholders of Parent and in every written
  consent  in lieu of such  meeting  in  favor of  approval  and  adoption  of the
  Reorganization Agreement and of the transactions contemplated thereby.
  
  The attorneys and proxies named above may not exercise this Irrevocable Proxy on
  any other matter except as provided above. The undersigned  stockholder may vote
  the Shares on all other matters.
  
  All  authority  herein  conferred  shall  survive the death or incapacity of the
  undersigned  and any obligation of the  undersigned  hereunder  shall be binding
  upon  the  heirs,  personal  representatives,  successors  and  assigns  of  the
  undersigned.
  
                             (SIGNATURE PAGE TO FOLLOW)
  June 8K Multex
  
  This  Irrevocable  Proxy  is  coupled  with  an  interest  as  aforesaid  and is
  irrevocable.
  
  Dated:  June __, 1999
                                       -------------------------------------
                                       (Signature of Stockholder)
  
                                       -------------------------------------
                                       (Print Name of Stockholder)
  
                                       Shares beneficially owned:
  
                            _______________________ shares of Parent Common Stock
  PARENT AFFILIATE AGREEMENT
                                    June __, 1999
  Multex.com, Inc.
  33 Maiden Lane, 5th Floor
  New York, New York  10038
  Ladies and Gentlemen:
  Pursuant  to the terms of an  Agreement  and Plan of Merger and  Reorganization,
  dated  as of June  __,  1999  (the  "Reorganization  Agreement"),  by and  among
  Multex.com, Inc., a Delaware corporation ("Parent"), Merengue Acquisition Corp.,
  a New York  corporation and a wholly owned  subsidiary of Parent ("Merger Sub"),
  and Market Guide Inc., a New York corporation ("Company"),  Parent has agreed to
  acquire  Company  through  the merger of Merger Sub with and into  Company  (the
  "Transaction").
  
  The  undersigned has been advised that as of the date hereof the undersigned may
  be deemed to be (but does not hereby admit to be) an "affiliate"  of Parent,  as
  the term  "affiliate"  is (i) defined for purposes of paragraphs  (c) and (d) of
  Rule 145 of the rules and  regulations  (the  "Rules  and  Regulations")  of the
  Securities and Exchange  Commission (the "SEC") promulgated under the Securities
  Act of 1933,  as amended  (the  "Securities  Act"),  and/or (ii) used in and for
  purposes of Accounting  Series  Releases  130, 135 and 146 and Staff  Accounting
  Bulletin Two, as amended, of the SEC.
  
  The undersigned  understands that the representations,  warranties and covenants
  set forth herein will be relied upon by Parent,  other  stockholders  of Parent,
  Merger Sub, Company and their respective counsel and accounting firms. Except to
  the extent written  notification  to the contrary is received by Parent from the
  undersigned  prior to the consummation of the Transaction,  the  representations
  and  warranties  contained  herein  shall be accurate at all times from the date
  hereof through the Effective Time (as defined in the Reorganization Agreement).
  
  The undersigned hereby represents and warrants to and agrees with Parent that:
  
                    The undersigned has power and authority to execute and deliver
  this letter agreement and to make the  representations  and warranties set forth
  herein and to perform [its] [his] [her] obligations hereunder;
  
                    The undersigned  has carefully read this letter  agreement and
  the Reorganization  Agreement and, to the extent the undersigned felt necessary,
  discussed the  requirements of such documents and other  applicable  limitations
  upon [its] [his] [her] ability to sell, transfer, pledge or otherwise dispose of
  Parent Common Stock with [its] [his] [her] counsel or counsel for the Parent;
  
                    The undersigned is the owner of the number of shares of Parent
  Common  Stock (the  "Shares")  set forth  below,  and did not acquire any of the
  Shares in contemplation of the Transaction.
  
                    The undersigned  will not make any sale,  transfer,  pledge or
  other  disposition of Parent Common Stock (i) in violation of the Securities Act
  or the Rules and  Regulations  or (ii)  until the  Pooling  Period  (as  defined
  herein)  has  concluded,  to a  transferee  that has not agreed in writing to be
  bound hereby.
  
                    Any other  provisions of this letter agreement to the contrary
  notwithstanding, except as set forth below, during the 30-day period immediately
  preceding  the  Effective  Time,  the  undersigned  has not engaged and will not
  engage,  and after the  Effective  Time until such time as results  covering  at
  least 30 days of  combined  operations  of the  Company  and  Parent  have  been
  published by Parent,  in the form of a quarterly  earnings report,  an effective
  registration statement filed with the Commission,  a report to the Commission on
  Form 10-K,  10-Q,  or 8-K,  or any other  public  filing or  announcement  which
  includes such  combined  results of  operations  (the period  commencing 30 days
  prior to the  Effective  Time and ending on the date of the  publication  of the
  post-Transaction  financial  results  is  referred  to  herein  as the  "Pooling
  Period"),  the  undersigned  will not engage,  in any sale,  transfer,  or other
  disposition  of, or reduce the  undersigned's  risk in respect of, any shares of
  Parent Common Stock which the undersigned  currently owns or otherwise  acquires
  after the  execution of this  Agreement  and during the Pooling  Period,  or any
  securities which may be paid as a dividend or otherwise  distributed  thereon or
  with  respect  thereto  or issued  or  delivered  in  exchange  or  substitution
  therefore  (all such  shares  and other  securities  being  referred  to herein,
  collectively,  as  "Restricted  Securities"),  or any  option,  right  or  other
  interest with respect to any Restricted Securities.
  
                    As promptly as practicable  after the Effective  Time,  Parent
  will publish  results  covering at least 30 days of combined  operations  of the
  Company  and Parent in the form of a quarterly  earnings  report,  an  effective
  registration statement filed with the Commission,  a report to the Commission on
  Form 10-K, 10-Q, 8-K, or any other public filing or announcement  which includes
  such combined  results of operations,  which results will be published within 60
  days of the Effective Time.
  
                    This  Parent  Affiliate  Agreement  shall be  governed  by and
  construed and enforced in accordance  with the internal laws of the State of New
  York without  giving  effect to the  principles of conflicts of laws thereof and
  may be executed in counterparts. This Parent Affiliate Agreement shall terminate
  immediately upon the termination of the  Reorganization  Agreement in accordance
  with its terms.
  
                              (Signature Page Follows)
  NYOLIB1\BBM\146225.05(34TT05!.DOC)                        7
  
                    IN WITNESS  WHEREOF,  the  parties  have  caused  this  Parent
  Affiliate Agreement to be executed as of the date first above written.
                                                       Very truly yours,
  
                                                       (print name)
                                                       Number       of      Shares
                                                       beneficially  owned  as  of
                                                       the date hereof:
  
  Accepted as of __________ _____, 1999 MULTEX.COM, INC.
  By:
  Name:
  Title:
  COMPANY AFFILIATE AGREEMENT
  
                                    June __, 1999
  
  Multex.com, Inc.
  33 Maiden Lane, 5th Floor
  New York, New York  10038
  
  Ladies and Gentlemen:
  
                    Pursuant to the terms of an  Agreement  and Plan of Merger and
  Reorganization,  dated as of June __, 1999 (the "Reorganization  Agreement"), by
  and  among  Multex.com,  Inc.,  a  Delaware  corporation  ("Parent"),   Merengue
  Acquisition  Corp.,  a New York  corporation  and a wholly owned  subsidiary  of
  Parent  ("Merger  Sub"),   and  Market  Guide  Inc.,  a  New  York   corporation
  ("Company"),  Parent has agreed to acquire  Company through the merger of Merger
  Sub with and into Company (the "Transaction").
  
                    The  undersigned  has been  advised that as of the date hereof
  the  undersigned  may be  deemed  to be (but  does  not  hereby  admit to be) an
  "affiliate" of Company,  as the term  "affiliate" is (i) defined for purposes of
  paragraphs (c) and (d) of Rule 145 of the rules and regulations  (the "Rules and
  Regulations") of the Securities and Exchange  Commission (the "SEC") promulgated
  under the Securities Act of 1933, as amended (the "Securities Act"), and/or (ii)
  used in and for  purposes of  Accounting  Series  Releases  130, 135 and 146 and
  Staff Accounting Bulletin Two, as amended, of the SEC.
  
                    The   undersigned   understands   that  the   representations,
  warranties  and covenants set forth herein will be relied upon by Parent,  other
  stockholders of Parent,  Merger Sub,  Company and their  respective  counsel and
  accounting firms.  Except to the extent written  notification to the contrary is
  received  by  Parent  from  the  undersigned  prior to the  consummation  of the
  Transaction,  the  representations  and  warranties  contained  herein  shall be
  accurate  at all times  from the date  hereof  through  the  Effective  Time (as
  defined in the Reorganization Agreement).
  
                    The undersigned  hereby  represents and warrants to and agrees
  with  Parent  that in the event the  undersigned  receives  any shares of Parent
  Common Stock as a result of the Transaction:
  
                    The undersigned has power and authority to execute and deliver
  this letter agreement and to make the  representations  and warranties set forth
  herein and to perform [its] [his] [her] obligations hereunder;
  
                    The undersigned  has carefully read this letter  agreement and
  the Reorganization  Agreement and, to the extent the undersigned felt necessary,
  discussed the  requirements of such documents and other  applicable  limitations
  upon [its] [his] [her] ability to sell, transfer, pledge or otherwise dispose of
  Parent Common Stock with [its] [his] [her] counsel or counsel for the Company;
  
            The undersigned is the owner of the number of shares of Company Common
  Stock (the  "Shares") set forth below,  and did not acquire any of the Shares in
  contemplation of the Transaction.
  
            The  undersigned  will not make any  sale,  transfer,  pledge or other
  disposition of Parent Common Stock (i) in violation of the Securities Act or the
  Rules and  Regulations or (ii) until the Pooling Period (as defined  herein) has
  concluded, to a transferee that has not agreed in writing to be bound hereby;
  
            The  undersigned  has been advised that the issuance of Parent  Common
  Stock to the  undersigned in connection with the Transaction has been or will be
  registered  with the  Commission  under  the  Securities  Act on a  Registration
  Statement on Form S-4.  However,  the  undersigned  has also been advised  that,
  since at the time the  Transaction  was or will be  submitted  for a vote of the
  stockholders  of the Company the undersigned may be deemed to be or have been an
  affiliate of the Company and the  distribution  by the undersigned of any Parent
  Common Stock has not been  registered  under the Securities Act, the undersigned
  may not sell,  transfer,  or otherwise  dispose of Parent Common Stock issued to
  [it] [him] [her] in the  Transaction  unless (i) such sale,  transfer,  or other
  disposition  has been  registered  under the  Securities  Act,  (ii) such  sale,
  transfer,  or other  disposition is made in conformity with the volume and other
  limitations of Rule 145 or (iii) in the opinion of counsel reasonably acceptable
  to Parent (it being understood that the law firm of Brobeck,  Phleger & Harrison
  LLP is deemed to be reasonably  satisfactory to Parent), such sale, transfer, or
  other  disposition is otherwise  exempt from  registration  under the Securities
  Act;
  
            The  undersigned   understands   that,   except  as  provided  in  the
  Reorganization  Agreement or herein,  Parent is under no  obligation to register
  the  sale,  transfer,  or  other  disposition  of  Parent  Common  Stock  by the
  undersigned  or on [its] [his] [her] behalf under the  Securities Act or to take
  any other action  necessary in order to make  compliance  with an exemption from
  such registration available;
  
            The undersigned  also  understands  that, until the Pooling Period has
  concluded,  Parent may impose stop transfer  instructions or elect to not permit
  the  transfer  of  shares  of  Parent  Common  Stock  or the  issuance  of a new
  certificate  representing  such shares  unless and until such a transfer  can be
  made  without  adversely  affecting  the  ability  of  Parent  or the  surviving
  corporation  to account  for the  business  combination  to be  effected  by the
  Transaction  as a pooling  of  interests,  and that  there will be placed on the
  certificates  for  Parent  Common  Stock  issued  to [it]  [him]  [her],  or any
  substitutions therefor, a legend stating in substance:
  
                    THE SECURITIES  EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A
                    TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES
                    ACT OF 1933, AS AMENDED,  APPLIES. THE SECURITIES EVIDENCED BY
                    THIS  CERTIFICATE  MAY ONLY BE TRANSFERRED IN ACCORDANCE  WITH
                    THE TERMS OF AN  AGREEMENT  DATED JUNE __,  1999  BETWEEN  THE
                    REGISTERED HOLDER HEREOF AND MULTEX.COM, INC., A COPY OF WHICH
                    AGREEMENT IS ON FILE AT THE PRINCIPAL  OFFICES OF  MULTEX.COM,
                    INC.;
  
            The undersigned also understands that, unless the sale,  transfer,  or
  other  disposition  by [it] [him] [her] of Parent  Common  Stock  issued to [it]
  [him] [her] has been  registered  under the  Securities Act or is a sale made in
  conformity with the provisions of Rule 145, Parent reserves the right to put the
  following  legend  on  the   certificates   issued  to  any  transferee  of  the
  undersigned:
  
                    THE  SECURITIES  EVIDENCED BY THIS  CERTIFICATE  WERE ACQUIRED
                    FROM A PERSON WHO  RECEIVED  SUCH SHARES IN A  TRANSACTION  TO
                    WHICH RULE 145  PROMULGATED  UNDER THE SECURITIES ACT OF 1933,
                    AS AMENDED,  APPLIES, AND WERE NOT ACQUIRED BY THE HOLDER WITH
                    A VIEW TO  TRANSFER,  OR FOR RESALE IN  CONNECTION  WITH,  ANY
                    DISTRIBUTION  THEREOF WITHIN THE MEANING OF THE SECURITIES ACT
                    OF  1933,  AS  AMENDED.   THE  SECURITIES  EVIDENCED  BY  THIS
                    CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
                    OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT
                    BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE,  TRANSFER,
                    OR OTHER  DISPOSAL  IS MADE IN  CONNECTION  WITH AN  EFFECTIVE
                    REGISTRATION  STATEMENT  UNDER THE  SECURITIES ACT OF 1933, AS
                    AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT
                    FROM THE REGISTRATION  REQUIREMENTS OF SUCH ACT, THE RULES AND
                    REGULATIONS  IN EFFECT  THEREUNDER  AND ANY  APPLICABLE  STATE
                    SECURITIES LAWS;
  
            Except  for the  Reorganization  Agreement,  there  are no  contracts,
  commitments  or  agreements  relating to voting,  purchase or sale of  Company's
  capital  stock (i) between  Company  and the  undersigned  and (ii)  between the
  undersigned and any other of Company's stockholders.
  
            With a view to making  available  to the  undersigned  the benefits of
  certain rules and regulations of the SEC which may permit the sale of restricted
  securities to the public without registration,  Parent or the surviving company,
  as the case may be, agrees to: (i) make and keep public information available as
  those  terms are  understood  and defined in Rule 144 under the  Securities  Act
  ("Rule 144");  (ii) use its best efforts to file with the SEC in a timely manner
  all reports and other documents required of Parent or the surviving company,  as
  the case may be, under the  Securities  Act and the  Securities  Exchange Act of
  1934, as amended (the "Exchange Act"); and (iii) so long as the undersigned owns
  any Parent  Common Stock,  furnish to the  undersigned  upon request,  a written
  statement  by Parent  or the  surviving  company,  as the case may be, as to its
  compliance with the reporting requirements of Rule 144 and of the Securities Act
  and the Exchange  Act, a copy of the most recent  annual or quarterly  report of
  such entity,  and such other reports and  documents so filed as the  undersigned
  may reasonably  request in availing  itself of any rule or regulation of the SEC
  allowing the undersigned to sell any such securities without registration.
  
            Any  other  provisions  of  this  letter  agreement  to  the  contrary
  notwithstanding, except as set forth below, during the 30-day period immediately
  preceding  the  Effective  Time,  the  undersigned  has not engaged and will not
  engage,  and after the  Effective  Time until such time as results  covering  at
  least 30 days of  combined  operations  of the  Company  and  Parent  have  been
  published by Parent,  in the form of a quarterly  earnings report,  an effective
  registration statement filed with the Commission,  a report to the Commission on
  Form 10-K,  10-Q,  or 8-K,  or any other  public  filing or  announcement  which
  includes such  combined  results of  operations  (the period  commencing 30 days
  prior to the  Effective  Time and ending on the date of the  publication  of the
  post-Transaction  financial  results  is  referred  to  herein  as the  "Pooling
  Period"),  the  undersigned  will not engage,  in any sale,  transfer,  or other
  disposition  of, or reduce  the  undersigned's  risk in  respect  of, any of the
  following:
  
                          a.  any  shares  of  Parent   Common   Stock  which  the
           undersigned  may acquire in  connection  with the  Transaction,  or any
           securities  which may be paid as a dividend  or  otherwise  distributed
           thereon or with  respect  thereto or issued or delivered in exchange or
           substitution  therefore  (all such  shares and other  securities  being
           referred to herein, collectively,  as "Restricted Securities"),  or any
           option,  right  or  other  interest  with  respect  to  any  Restricted
           Securities;
  
                          b.  the shares of Company Common Stock and options or
           warrants to purchase Company Common Stock beneficially owned by the
           undersigned; or
  
                          c. any  shares  of  Company  Common  Stock or any  other
           equity  securities  of the Company which the  undersigned  purchases or
           otherwise acquires after the execution of this letter agreement.
  
            As promptly  as  practicable  after the  Effective  Time,  Parent will
  publish results covering at least 30 days of combined  operations of the Company
  and Parent in the form of a quarterly earnings report, an effective registration
  statement  filed with the  Commission,  a report to the Commission on Form 10-K,
  10-Q,  8-K, or any other  public  filing or  announcement  which  includes  such
  combined  results of operations,  which results will be published within 60 days
  of the Effective Time.
  
            This Company  Affiliate  Agreement  shall be governed by and construed
  and  enforced  in  accordance  with the  internal  laws of the State of New York
  without  giving effect to the principles of conflicts of laws thereof and may be
  executed in  counterparts.  This Company  Affiliate  Agreement  shall  terminate
  immediately upon the termination of the  Reorganization  Agreement in accordance
  with its terms.
  
                              (Signature Page Follows)
  SIGNATURE PAGE FOR COMPANY AFFILIATE AGREEMENT
  
                   SIGNATURE PAGE FOR COMPANY AFFILIATE AGREEMENT
  
                    IN WITNESS  WHEREOF,  the parties  have  caused  this  Company
  Affiliate Agreement to be executed as of the date first above written.
  Very truly yours,
  
                                                      (print name)
  
                                                       Number       of      Shares
                                                       beneficially  owned  as  of
                                                       the date hereof:
  
  Accepted as of __________ _____, 1999
  
  MULTEX.COM, INC.
  
  By:
  Name:
  Title:
  STOCKHOLDER AGREEMENT
  NYOLIB1\BBM\146038.06(34_M06!.DOC)
                                                            6
                    This  STOCKHOLDER  AGREEMENT  (this  "Agreement")  is made and
  entered  into  as  of  June  __,  1999  between  Multex.com,  Inc.,  a  Delaware
  corporation  ("Parent"),  and the  undersigned  stockholder  ("Stockholder")  of
  Market Guide Inc., a New York corporation  ("Company").  Capitalized  terms used
  and not otherwise defined herein shall have the respective meanings set forth in
  the Reorganization Agreement described below.
  
                                      RECITALS
  
                    WHEREAS,  pursuant  to an  Agreement  and Plan of  Merger  and
  Reorganization  dated  as of  June  __,  1999  by  and  among  Parent,  Merengue
  Acquisition  Corp.,  a New York  corporation  and a wholly owned  subsidiary  of
  Parent  ("Merger  Sub") and  Company  (such  agreement  as it may be  amended is
  hereinafter referred to as the "Reorganization Agreement"), Parent has agreed to
  acquire the outstanding  securities of Company pursuant to a statutory merger of
  Merger Sub with and into Company (the "Merger") in which each outstanding  share
  of capital stock of Company (the "Company Capital Stock") will be converted into
  shares of common stock of Parent (the "Parent  Shares") at the exchange rate set
  forth in the Reorganization Agreement (the "Transaction");
  
                    WHEREAS,   in  order  to  induce  Parent  to  enter  into  the
  Reorganization  Agreement and consummate the Transaction,  Company has agreed to
  use its reasonable  best efforts to cause each  stockholder of Company who is an
  affiliate  of Company to execute and deliver to Parent a  Stockholder  Agreement
  upon the terms set forth herein; and
  
                    WHEREAS, Stockholder is the registered and beneficial owner of
  such  number  of  shares  of the  outstanding  capital  stock of  Company  as is
  indicated on the signature page of this Agreement (the "Shares").
  
                    NOW, THEREFORE, the parties agree as follows:
  
                    1.       Agreement to Retain Shares.
  
                    1.1      Transfer and Encumbrance.
  
                    (a)  Stockholder  represents  and  warrants to Parent that (w)
  Stockholder is the  beneficial  owner of the Shares;  (x) the Shares  constitute
  Stockholder's  entire  interest  in the  outstanding  capital  stock and  voting
  securities of Company; (y) the Shares are, and will be at all times up until the
  Expiration Date, free and clear of any liens, claims, options,  charges or other
  encumbrances;  and (z) Stockholder's principal residence or place of business is
  accurately set forth on the signature page hereto.
  
                    (b)  Stockholder  agrees  not to  transfer  (except  as may be
  specifically  required by court order or by  operation of law, in which case any
  such  transferee  shall agree to be bound  hereby),  sell,  exchange,  pledge or
  otherwise  dispose of or  encumber  any  Shares or any New  Shares  (as  defined
  below), or to make any offer or agreement relating thereto, at any time prior to
  the Expiration Date. As used herein,  the term "Expiration  Date" shall mean the
  earlier to occur of (i) the  Effective  Time (as  defined in the  Reorganization
  Agreement) or (ii)  termination  of the  Reorganization  Agreement in accordance
  with the terms thereof.
  
                    1.2 New Shares.  Stockholder agrees that any shares of capital
  stock or voting securities of Company that Stockholder purchases or with respect
  to which Stockholder  otherwise acquires beneficial  ownership after the date of
  this Agreement and prior to the Expiration  Date ("New Shares") shall be subject
  to the terms and  conditions  of this  Agreement  to the same  extent as if they
  constituted Shares.
  
                    2. Agreement to Vote Shares.  Prior to the Expiration Date, at
  every  meeting of the  stockholders  of Company at which any of the following is
  considered or voted upon, and at every adjournment  thereof, and on every action
  or approval by written resolution of the stockholders of Company with respect to
  any of the  following,  Stockholder  shall vote the  Shares and any New  Shares,
  subject to the absence of a preliminary  or permanent  injunction or other final
  order by any United States federal,  state or foreign court barring such action,
  in favor of approval and  adoption of the  Reorganization  Agreement  and of the
  Transaction  and against any transaction  that may prevent or materially  impede
  the Transaction.  Notwithstanding the foregoing, nothing in this Agreement shall
  limit or  restrict  Stockholder  from  acting in his  capacity  as a director or
  officer of Company,  to the extent  applicable,  it being  understood  that this
  Agreement shall apply to Stockholder  solely in his capacity as a stockholder of
  Company.
  
                    3.  Irrevocable  Proxy.  Stockholder  hereby  agrees to timely
  deliver to Parent a duly executed  proxy in the form attached  hereto as Annex A
  (the  "Proxy"),  such Proxy to cover the Shares and all New Shares in respect of
  which  Stockholder  is entitled to vote at each meeting of the  stockholders  of
  Company  (including,  without  limitation,  each  written  consent  in lieu of a
  meeting) prior to the Expiration  Date. In the event that  Stockholder is unable
  to provide any such Proxy in a timely manner, Stockholder hereby grants Parent a
  power of attorney up to and through the  Expiration  Date to execute and deliver
  such Proxy for and on behalf of Stockholder, such power of attorney, which being
  coupled with an interest,  shall survive any death, disability,  bankruptcy,  or
  any other such impediment of  Stockholder.  Upon the execution of this Agreement
  by Stockholder,  Stockholder  hereby revokes any and all prior proxies or powers
  of attorney  given by  Stockholder  with respect to the Shares and agrees not to
  grant any  subsequent  proxies or powers of attorney  with respect to the Shares
  until after the Expiration Date.
  
                    4.  Representations, Warranties and Covenants of Stockholder.
  Stockholder hereby represents, warrants and covenants to Parent as follows:
  
                    (a)  Stockholder  has full power and legal capacity to execute
  and  deliver  this  Agreement,  to  perform  its  obligations  hereunder  and to
  consummate the transactions  contemplated  hereby.  This Agreement has been duly
  and validly  executed and delivered by Stockholder and constitutes the valid and
  binding obligation of Stockholder, enforceable against Stockholder in accordance
  with its  terms.  Except as may be  limited  by (i) the  effect  of  bankruptcy,
  insolvency, conservatorship,  arrangement, moratorium or other laws affecting or
  relating to the rights of creditors  generally,  or (ii) the rules governing the
  availability  of  specific  performance,  injunctive  relief or other  equitable
  remedies and general principles of equity, regardless of whether considered in a
  proceeding in equity or at law, the execution and delivery of this  Agreement by
  Stockholder does not, and the performance of Stockholder's obligations hereunder
  will not, result in any breach of or constitute a default (or an event that with
  notice or lapse of time or both would become a default) under, or give to others
  any right to  terminate,  amend,  accelerate  or cancel any right or  obligation
  under, or result in the creation of any lien or encumbrance on any Shares or New
  Shares pursuant to, any note, bond, mortgage,  indenture,  contract,  agreement,
  lease,  license,  permit,  franchise or other  instrument or obligation to which
  Stockholder  is a party or by which  Stockholder or the Shares or New Shares are
  or will be bound or affected.
  
                    (b) Until the Expiration Date,  Stockholder will not (and will
  use  Stockholder's  reasonable  best efforts to cause Company,  its  affiliates,
  officers,   directors  and  employees  and  any  investment  banker,   attorney,
  accountant or other agent retained by  Stockholder,  Company or any of the same,
  not to): (i) initiate or solicit, directly or indirectly,  any proposal, plan or
  offer to acquire  all or any  material  part of the  business or  properties  or
  capital stock of Company, whether by merger, purchase of assets, tender offer or
  otherwise,  or to liquidate Company or otherwise  distribute to the stockholders
  of Company all or any  substantial  part of the business,  properties or capital
  stock of Company (each, an "Acquisition Proposal");  (ii) initiate,  directly or
  indirectly,  any contact  with any person in an effort to or with a view towards
  soliciting  any  Acquisition  Proposal;  (iii)  furnish  information  concerning
  Company's business, properties or assets to any corporation, partnership, person
  or  other  entity  or group  (other  than  Parent,  or any  associate,  agent or
  representative  of Parent)  under any  circumstances  that could  reasonably  be
  expected  to  relate to an actual or  potential  Acquisition  Proposal;  or (iv)
  negotiate or enter into  discussions  or an agreement,  directly or  indirectly,
  with any entity or group with respect of any potential  Acquisition Proposal. In
  the event Stockholder shall receive or become aware of any Acquisition  Proposal
  subsequent to the date hereof,  Stockholder  shall promptly  inform Parent as to
  any such matter and the details thereof to the extent possible without breaching
  any other  agreement  to which  such  Stockholder  is a party or  violating  its
  fiduciary duties.
  
                    (c)  Stockholder  understands  and agrees that if  Stockholder
  attempts to  transfer,  vote or provide any other  person with the  authority to
  vote any of the Shares other than in  compliance  with this  Agreement,  Company
  shall not, and Stockholder  hereby  unconditionally  and  irrevocably  instructs
  Company to not,  permit any such transfer on its books and records,  issue a new
  certificate  representing any of the Shares or record such vote unless and until
  Stockholder shall have complied with the terms of this Agreement.
  
                    5.  Additional  Documents.  Stockholder  hereby  covenants and
  agrees to execute and deliver any additional  documents  necessary or desirable,
  in the reasonable opinion of Parent, to carry out the purpose and intent of this
  Agreement.
  
                    6. Consent and Waiver.  Stockholder  hereby gives any consents
  or waivers that are reasonably  required for the consummation of the Transaction
  under the terms of any agreement to which  Stockholder is a party or pursuant to
  any rights Stockholder may have.
  
                    7.  Termination.  This  Agreement  and the Proxy  delivered in
  connection herewith shall terminate and shall have no further force or effect as
  of the Expiration  Date or the  termination of the  Reorganization  Agreement in
  accordance with its terms.
  
                    8.  Confidentiality.   Stockholder  agrees  (i)  to  hold  any
  information  regarding this Agreement and the Transaction in strict  confidence,
  and (ii) not to divulge any such information to any third person,  except to the
  extent  any of the same is  hereafter  publicly  disclosed  by Parent and to the
  Stockholder's   agents  or  advisors  in  connection   with  the  execution  and
  performance of this Agreement.
  
                    9.       Miscellaneous.
  
                    9.1  Severability.   If  any  term,  provision,   covenant  or
  restriction of this Agreement is held by a court of competent jurisdiction to be
  invalid,  void or  unenforceable,  then the remainder of the terms,  provisions,
  covenants  and  restrictions  of this  Agreement  shall remain in full force and
  effect and shall in no way be affected, impaired or invalidated.
  
                    9.2 Binding Effect and  Assignment.  This Agreement and all of
  the  provisions  hereof  shall be binding  upon and inure to the  benefit of the
  parties  hereto and their  respective  successors  and permitted  assigns,  but,
  except as otherwise specifically provided herein, neither this Agreement nor any
  of the rights, interests or obligations of the parties hereto may be assigned by
  either of the  parties  without  the prior  written  consent of the other.  This
  Agreement is intended to bind Stockholder  solely as a securityholder of Company
  only with respect to the specific matters set forth herein.
  
                    9.3  Amendment  and  Modification.  This  Agreement may not be
  modified,  amended, altered or supplemented except by the execution and delivery
  of a written agreement executed by the parties hereto.
  
                    9.4  Specific  Performance;  Injunctive  Relief.  The  parties
  hereto acknowledge that Parent will be irreparably harmed and that there will be
  no adequate  remedy at law for a violation of any of the covenants or agreements
  of Stockholder  set forth herein.  Therefore,  it is agreed that, in addition to
  any other  remedies  that may be  available  to Parent upon any such  violation,
  Parent shall have the right to enforce such covenants and agreements by specific
  performance,  injunctive relief or by any other means available to Parent at law
  or in equity and  Stockholder  hereby  waives any and all  defenses  which could
  exist  in  its  favor  in  connection  with  such  enforcement  and  waives  any
  requirement  for the  security  or posting of any bond in  connection  with such
  enforcement.
  
                    9.5  Notices.   All  notices,   requests,   demands  or  other
  communications  that are required or may be given  pursuant to the terms of this
  Agreement  shall be in  writing  and shall be deemed to have been duly  given if
  delivered by hand or mailed by registered or certified mail, postage prepaid, or
  sent by facsimile transmission, as follows:
  
                    (a)      If to Stockholder, at the address set forth below
                    Stockholder's signature at the end hereof.
  
                    (b)      if to Parent, to:
  
                    Multex.com, Inc.
                    33 Maiden Lane, 5th Floor
                    New York, New York  10038
                    Attention:     Philip Callaghan
                    Facsimile No:  (212) 742-9561
                    Telephone No: (212) 859-9901
  
                    with a copy to:
  
                    Brobeck, Phleger & Harrison LLP
                    1633 Broadway, 47th Floor
                    New York, New York  10019
                    Attention: Alexander D. Lynch, Esq.
                    Facsimile No.: (212) 586-7878
                    Telephone No.: (212) 581-1600
  
  or to such other  address as any party hereto may designate for itself by notice
  given as herein provided.
  
                    9.6  Governing  Law.  This  Agreement  shall be  governed  by,
  construed and enforced in accordance  with the internal laws of the State of New
  York without giving effect to the principles of conflicts of law thereof.
  
                    9.7 Entire Agreement. This Agreement and the Proxy contain the
  entire understanding of the parties in respect of the subject matter hereof, and
  supersede all prior  negotiations  and  understandings  between the parties with
  respect to such subject matter.
  
                    9.8  Counterpart.  This  Agreement  may be executed in several
  counterparts,  each of which  shall be an  original,  but all of which  together
  shall constitute one and the same agreement.
  
                    9.9 Effect of Headings.  The section  headings  herein are for
  convenience only and shall not affect the construction or interpretation of this
  Agreement.
  
                              (Signature Page Follows)
  SIGNATURE PAGE TO STOCKHOLDER AGREEMENT
  
  IN WITNESS WHEREOF, the parties have caused this Stockholder Agreement to be
  executed as of the date first above written.
  MULTEX.COM, INC.                            STOCKHOLDER
  
  By:
  Name:                                       (Signature)
  Title:
  
                                              (Signature of Spouse)
  
                                              (Print Name of Stockholder)
  
                                              (Print Street Address)
  
                                              (Print City, State and Zip)
  
                                              (Print Telephone Number)
  
                                              (Social Security or Tax I.D. Number)
  
  Total Number of Shares of Company Common Stock owned on the date hereof:
  
  Common Stock:
  
  State of Residence:
  SIGNATURE PAGE TO STOCKHOLDER AGREEMENT
  ANNEX A
  
                                  IRREVOCABLE PROXY
  
                                  TO VOTE STOCK OF
  
                                  MARKET GUIDE INC.
  
                    The  undersigned  stockholder of Market Guide Inc., a New York
  corporation ("Company"), hereby irrevocably appoints the members of the Board of
  Directors of Multex.com,  Inc., a Delaware corporation  ("Parent"),  and each of
  them, or any other designee of Parent, up to and through the Expiration Date, as
  the sole and exclusive attorneys and proxies of the undersigned, with full power
  of substitution and resubstitution,  to vote and exercise all voting and related
  rights (to the full  extent  that the  undersigned  is  entitled  to do so) with
  respect  to all of the  shares  of  capital  stock  of  Company  that now are or
  hereafter may be beneficially  owned by the  undersigned,  and any and all other
  shares or  securities  of Company  issued or issuable  in respect  thereof on or
  after the date hereof (collectively,  the "Shares") in accordance with the terms
  of this  Irrevocable  Proxy.  The Shares  beneficially  owned by the undersigned
  stockholder  of Company as of the date of this  Irrevocable  Proxy are listed on
  the final page of this Irrevocable  Proxy. Upon the  undersigned's  execution of
  this Irrevocable  Proxy, any and all prior proxies given by the undersigned with
  respect to any Shares are hereby revoked and the undersigned agrees not to grant
  any  subsequent  proxies with  respect to the Shares until after the  Expiration
  Date (as defined below).
  
                    This  Irrevocable  Proxy is  irrevocable,  is coupled  with an
  interest,  including,  but  not  limited  to,  that  certain  Company  Affiliate
  Agreement  dated  as of  even  date  herewith  by  and  among  Parent,  and  the
  undersigned,  and is  granted  in  consideration  of Parent  entering  into that
  certain  Agreement and Plan of Merger and  Reorganization  (the  "Reorganization
  Agreement")  by and among  Parent and  Merengue  Acquisition  Corp.,  a New York
  corporation and a wholly owned  subsidiary of Parent ("Merger Sub"), and Company
  which  Reorganization  Agreement  provides for the merger of Merger Sub with and
  into Company (the "Merger").  As used herein,  the term "Expiration  Date" shall
  mean the earlier to occur of (i) such date and time as the Merger  shall  become
  effective in  accordance  with the terms and  provisions  of the  Reorganization
  Agreement, and (ii) the date of termination of the Reorganization Agreement.
  
                    The attorneys  and proxies  named above,  and each of them are
  hereby  authorized  and empowered by the  undersigned,  at any time prior to the
  Expiration  Date,  to act as the  undersigned's  attorney  and proxy to vote the
  Shares as indicated in Section 2 of the Stockholders Agreement,  and to exercise
  all voting  rights of the  undersigned  with  respect to the Shares  (including,
  without limitation, the power to execute and deliver written consents), at every
  annual, special or adjourned meeting of the stockholders of Company and in every
  written consent in lieu of such meeting in favor of approval and adoption of the
  Reorganization Agreement and of the transactions contemplated thereby.
  
                    The  attorneys  and proxies  named above may not exercise this
  Irrevocable  Proxy on any other matter except as provided above. The undersigned
  stockholder may vote the Shares on all other matters.
  
                    All  authority  herein  conferred  shall  survive the death or
  incapacity of the undersigned  and any obligation of the  undersigned  hereunder
  shall be  binding  upon the  heirs,  personal  representatives,  successors  and
  assigns of the undersigned.
  
                              (Signature Page Follows)
  SIGNATURE PAGE TO IRREVOCABLE PROXY
  
  This  Irrevocable   Proxy  is  coupled  with  an  interest  as aforesaid and is
  irrevocable.
  Dated:  June __, 1999
                                             -------------------------------------
                                               (Signature of Stockholder)
  
                                             -------------------------------------
                                              (Print Name of Stockholder)
  
                                              Shares beneficially owned:
  
                           _______________________ shares of Company Common Stock
  AMENDED AND RESTATED
                                       BY-LAWS
                                         OF
                                 MARKET GUIDE INC.
  
  ARTICLE I - OFFICES
  
  The principal  office of the Corporation  shall be at 2001 Marcus Avenue,  Suite
  South 200, Lake Success, NY 11042. The Corporation may also have offices at such
  other places  within or without the State of New York as the board may from time
  to time determine or the business of the  Corporation  may require.  ARTICLE ii-
  SHAREHOLDERS
  
                    PLACE OF MEETINGS.
  
  Meetings  of  shareholders  shall  be  held  at  the  principal  office  of  the
  Corporation  or at such  place  within or  without  the State of New York as the
  board shall authorize.
                    ANNUAL MEETING.
  
  The annual  meeting of the  shareholders  shall be held on the 1st  Wednesday of
  August in each year or as soon thereafter as practicable,  when the shareholders
  shall elect a board and transact such other business as may properly come before
  the meeting.
                    SPECIAL MEETINGS.
  
  Special  meetings  of the  shareholders  may be  called  by the  board or by the
  president  and shall be called by the  president or the secretary at the request
  in  writing  of a  majority  of  the  board  or at the  request  in  writing  by
  shareholders  owning a majority in amount of the shares issued and  outstanding.
  Such  request  shall  state the purpose or  purposes  of the  proposed  meeting.
  Business  transacted  at a special  meeting  shall be confined  to the  purposes
  stated in the notice.
                    NOTICE OF MEETINGS OF SHAREHOLDERS.
  
  Written  notice of each  meeting  of  shareholders  shall  state the  purpose or
  purposes  for which the  meeting  is  called,  the  place,  date and hour of the
  meeting and unless it is the annual  meeting,  shall  indicate  that it is being
  issued by or at the  direction  of the person or persons  calling  the  meeting.
  Notice shall be given either personally or by mail to each shareholder  entitled
  to vote at such  meeting,  not less than ten nor more than fifty days before the
  date of the  meeting.  If action is  proposed  to be taken  that  might  entitle
  shareholders  to payment for their shares,  the notice shall include a statement
  of that  purpose  and to that  effect.  If  mailed,  the  notice  is given  when
  deposited in the United States mail, with postage thereon  prepaid,  directed to
  the shareholder at his address as it appears on the record of shareholders,  or,
  if he shall have filed with the secretary a written  request that notices to him
  be mailed to some other address, then directed to him at such other address.
                    WAIVERS.
  
  Notice of  meeting  need not be given to any  shareholder  who signs a waiver of
  notice,  in person  or by  proxy,  whether  before  or after  the  meeting.  The
  attendance  of any  shareholder  at a  meeting,  in person or by proxy,  without
  protesting  prior to the  conclusion  of the  meeting the lack of notice of such
  meeting, shall constitute a waiver of notice by him.
                    QUORUM OF SHAREHOLDERS.
  
  Unless the certificate of  incorporation  provides  otherwise,  the holders of a
  majority of the shares  entitled to vote thereat shall  constitute a quorum at a
  meeting of shareholders for the transaction of any business,  provided that when
  a  specified  item of business is required to be voted on by a class or classes,
  the  holders  of a  majority  of the  shares  of such  class  or  classes  shall
  constitute a quorum for the transaction of such specified item of business. When
  a quorum  is once  present  to  organize  a  meeting,  it is not  broken  by the
  subsequent withdrawal of any shareholders.  The shareholders present may adjourn
  the meeting despite the absence of a quorum.
                    CHAIRMAN.
  
  At each  meeting  of the  stockholders,  the  chairman  or,  in his  absence  or
  inability  to act,  any  person  chosen by the  majority  of those  stockholders
  present in person or  represented by proxy shall act as chairman of the meeting.
  The  secretary  or, in his absence or inability to act, any person  appointed by
  the  chairman of the meeting  shall act as secretary of the meeting and keep the
  minutes thereof.
                    ORDER OF BUSINESS.
  
  The order of business at all meetings of the stockholders shall be as determined
  by the chairman of the meeting.
  
                    LIST OF STOCKHOLDERS.
  
  A list of the stockholders entitled to vote at any meeting shall 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.
                    INSPECTORS.
  
  The board may,  in advance of any meeting of  stockholders,  appoint one or more
  inspectors to act at such meeting or any adjournment  thereof. If the inspectors
  shall not be so  appointed  or if any of them shall  fail to appear or act,  the
  chairman  of the  meeting  shall  appoint  inspectors.  Each  inspector,  before
  entering  upon  the  discharge  of his  duties,  shall  take  and  sign  an oath
  faithfully  to execute  the duties of  inspector  at such  meeting  with  strict
  impartiality  and  according to the best of his ability.  The  inspectors  shall
  determine  the number of shares  outstanding  and the voting power of each,  the
  number of shares  represented  at the meeting,  the  existence of a quorum,  the
  validity and effect of proxies,  and shall receive  votes,  ballots or consents,
  hear and determine all challenges and questions  arising in connection  with the
  right to vote, count and tabulate all votes, ballots or consents,  determine the
  result,  and do such acts as are proper to  conduct  the  election  or vote with
  fairness to all  stockholders.  On request of the chairman of the meeting or any
  stockholder  entitled to vote  thereat,  the  Inspectors  shall make a report in
  writing  of any  challenge,  question  or  matter  determined  by them and shall
  execute a  certificate  of any fact found by them.  No director or candidate for
  the office of director  shall act as an inspector  of an election of  directors.
  Inspectors need not be stockholders.
                    PROXIES.
  
  Every  shareholder  entitled to vote at a meeting of  shareholders or to express
  consent or dissent without a meeting may authorize  another person or persons to
  act for him by proxy.  Every  proxy  must be signed  by the  shareholder  or his
  attorney-in-fact. No proxy shall be valid after expiration of eleven months from
  the date thereof unless  otherwise  provided in the proxy.  Every proxy shall be
  revocable at the pleasure of the  shareholder  executing it, except as otherwise
  provided by law.
                    QUALIFICATION OF VOTERS.
  
  Every  shareholder of record shall be entitled at every meeting of  shareholders
  to one vote for every share standing in his name on the record of  shareholders,
  unless otherwise provided in the certificate of incorporation.
                    VOTE OF SHAREHOLDERS.
  
  Except as otherwise required by statute or by the certificate of incorporation,
  
  directors shall be elected by a plurality of the votes cast at a meeting of
  shareholders by the holders of shares entitled to vote in the election;
  
  all other corporate action shall be authorized by a majority of the votes cast.
  written consent of shareholders.
  
  Any action  that may be taken by vote may be taken  without a meeting on written
  consent,  setting  forth the action so taken,  signed by the  holders of all the
  outstanding  shares  entitled to vote thereon or signed by such lesser number of
  holders as may be provided for in the certificate of incorporation.  ARTICLE III
  - DIRECTORS
  
                    board of directors.
  
  Subject to any provision in the certificate of incorporation the business of the
  corporation shall be managed by its board of directors, each of whom shall be at
  least 18 years of age and need not be shareholders.
                    number of directors.
  
  The number of directors  shall be no less than three nor no more than nine. When
  all of the  shares  are owned by less than  three  shareholders,  the  number of
  directors  may be less than three but not less than the number of  shareholders.
  The board of directors  shall determine the number of directors to be elected at
  anytime.
                    election and term of directors.
  
  At each annual meeting of shareholders,  the shareholders  shall elect directors
  to hold office until the next annual  meeting.  Each director  shall hold office
  until the expiration of the term for which he is elected and until his successor
  has been elected and qualified, or until his prior resignation or removal.
                    newly created directorships and vacancies.
  
  Newly  created  directorships  resulting  from  an  increase  in the  number  of
  directors and vacancies occurring in the board for any reason except the removal
  of  directors  without  cause  may be  filled  by a vote  of a  majority  of the
  directors then in office,  although less than a quorum exists,  unless otherwise
  provided in the certificate of incorporation.  Vacancies  occurring by reason of
  the  removal  of  directors  without  cause  shall  be  filled  by  vote  of the
  shareholders  unless otherwise  provided in the certificate of incorporation.  A
  director elected to fill a vacancy caused by resignation, death or removal shall
  be elected to hold office for the unexpired term of his predecessor.
                    removal of directors.
  
  Any or all of the directors may be removed for cause by vote of the shareholders
  or by action of the board.  Directors may be removed  without cause only by vote
  of the shareholders.
                    resignation.
  
  A director  may resign at any time by giving  written  notice to the board,  the
  president or the secretary of the corporation. Unless otherwise specified in the
  notice,  the resignation  shall take effect upon receipt thereof by the board or
  such officer,  and the acceptance of the  resignation  shall not be necessary to
  make it effective.
                    quorum of directors.
  
  Unless otherwise provided in the certificate of incorporation, a majority of the
  entire board shall constitute a quorum for the transaction of business or of any
  specified item of business.
                    action of the board.
  
  Unless  otherwise  required  by law,  the vote of a  majority  of the  directors
  present at the time of the vote,  if a quorum is present at such time,  shall be
  the act of the board.  Each director  present shall have one vote  regardless of
  the number of shares, if any, which he may hold.
                    place and time of board meetings.
  
  The board may hold its  meetings  at the  office of the  corporation  or at such
  other  places,  either  within or without the State of New York,  as it may from
  time to time determine.
                    regular annual meeting.
  
  A regular  annual meeting of the board shall be held  immediately  following the
  annual  meeting  of  shareholders  at  the  place  of  such  annual  meeting  of
  shareholders.
                    notice of meetings of the board, adjournment.
  
  Regular  meeting of the board may be held without  notice at such time and place
  as it shall from time-to-time determine.  Special meetings of the board shall be
  held upon notice to the directors and may be called by the president  upon three
  days notice to each director  either  personally or by mail or by wire;  special
  meetings  shall be called by the  president or by the secretary in a like manner
  on written request of two directors. Notice of a meting need not be given to any
  director who submits a waiver of notice  whether  before or after the meeting or
  who attends the meeting without protesting prior thereto or at its commencement,
  the lack of notice to him.
  
  A majority of the  directors  present,  whether or not a quorum is present,  may
  adjourn any meeting to another time and place.  Notice of the adjournment  shall
  be given  all  directors  who were  absent at the time of the  adjournment  and,
  unless such time and place are announced at the meeting, to the other directors.
                    action without a meeting.
  
  Any action  required  or  permitted  to be taken at any  meeting of the board of
  directors  may be taken  without a meeting if all  members of the board  consent
  thereto in writing,  and the  writing or writings  are filed with the minutes of
  proceedings of the board.
                    telephonic participation.
  
  Any one or more members of the board, or any committee thereof,  may participate
  in a meeting of the board or such  committee by means of a conference  telephone
  or similar  communications  equipment allowing all persons  participating in the
  meeting  to hear each other at the same time;  and  participation  by such means
  shall constitute presence in person at a meeting.
                    chairman.
  
  At each  meeting of the board,  the  chairman or, in his absence or inability to
  act, another director chosen by a majority of the directors present shall act as
  chairman of the meeting and preside thereat. The secretary or, in his absence or
  inability to act, any person appointed by the chairman shall act as secretary of
  the meeting and keep the minutes thereof.
                    contracts.
  
  No  contract  or  other  transaction  between  this  corporation  and any  other
  corporation shall be impaired,  affected or invalidated,  nor shall any director
  be liable in any way by reason of the fact that any one or more of the directors
  of this corporation is or are interested in, or is a director or officer, or are
  directors of such other  corporation,  provided that such facts are disclosed or
  made know to the board of directors.
  
  Any  director,  personally  and  individually,  may  be a  party  to or  may  be
  interested in any contract or transaction of this  corporation,  and no director
  shall be liable in any way by reason of such interest, provided that the fact of
  such interest be disclosed or made known to the board of directors, and provided
  that the board of directors shall authorize,  approve or ratify such contract or
  transaction  by the vote  (not  counting  the vote of any  such  director)  of a
  majority of a quorum,  notwithstanding  the presence of any such director at the
  meeting at which such action is taken. Such director or directors may be counted
  in determining the presence of a quorum at such meeting.  This Section shall not
  be construed to impair or  invalidate or in any way affect any contract or other
  transaction  which would otherwise be valid under the law (common,  statutory or
  otherwise) applicable thereto.
                    executive and other committees.
  
  The  board,  by  resolution  adopted  by a majority  of the  entire  board,  may
  designate  from among its members an executive  committee and other  committees,
  each consisting of three or more  directors.  Each such committee shall serve at
  the pleasure of the board.
                    compensation.
  
  No compensation shall be paid to directors,  as such, for their services, but by
  resolution  of the board a fixed sum and expenses for actual  attendance at each
  regular  or  special  meeting  of the board may be  authorized.  Nothing  herein
  contained  shall  be  construed  to  preclude  any  director  from  serving  the
  corporation in any other capacity and receiving compensation  therefor.  article
  iv- officers
  
                    offices, election, term.
  
  Unless otherwise provided for in the certificate of incorporation, the board may
  elect or appoint a president,  one or more  vice-presidents,  a secretary  and a
  treasurer,  and such other  officers  as it may  determine,  who shall have such
  duties, powers and functions as hereinafter provided.
  
  All  officers  shall be elected or appointed to hold office until the meeting of
  the board following the annual meeting of shareholders.
  
  Each officer shall hold office for the term for which he is elected or appointed
  and until his successor has been elected or appointed and qualified.
                    removal, resignation, salary, etc.
  
  Any officer  elected or  appointed by the board may be removed by the board with
  or without cause.
  
  In the event of the death,  resignation  or removal of an officer,  the board in
  its discretion may elect or appoint a successor to fill the unexpired term.
  
  Any two or more  offices may be held by the same  person,  except the offices of
  president and  secretary.  When all of the issued and  outstanding  stock of the
  corporation is owned by one person,  such person may hold all or any combination
  of offices.
  
  The salaries of all officers shall be fixed by the board.
  
  The directors may require any officer to give security for the faithful
  performance of his duties.
  
                    the PRESIDENT.
  
  The president shall be the chief executive  officer of the corporation and shall
  have general and active  supervision and direction over the business  operations
  and  affairs  of the  corporation  and over its  several  officers,  agents  and
  employees,  subject,  however,  to the direction and the control of the board of
  directors.
                    vice president.
  
  Each vice president  shall have such powers and perform such duties as from time
  to time may be assigned to him by the board.  the  treasurer.
  
  The treasurer or assistant treasurer designated by the secretary or by the board
  in the treasurer's absence or disability, shall:
  
  have charge and custody of, and be responsible for, all the funds and securities
  of the corporation;
  
  keep full and accurate accounts of receipts and disbursements in books belonging
  to the corporation;
  
  cause all moneys and other valuables to be deposited to the credit of the
  corporation in such depositories as may be designated by the board;
  
  receive, and give receipts for, moneys due and payable to the corporation from
  any source whatsoever;
  
  disburse the funds of the corporation and supervise the investment of its funds
  as ordered or authorized by the board, taking proper vouchers therefor; and
  
  in  general,  have all the powers and  perform  all the duties  incident  to the
  office of  treasurer  and such other duties as from time to time may be assigned
  to him by the board, the chairman of the board or the president.
                    the secretary.
  
  The secretary or assistant secretary  designated by the board in the secretary's
  absence or disability, shall:
  
  record the proceedings of the meetings of the stockholders and directors in a
  minute book to be kept for that purpose;
  
  see that all notices are duly given in accordance with the provisions of these
  By-Laws and as required by law;
  
  be custodian of the records and the seal of the corporation and affix and attest
  the seal to all stock  certificates of the  corporation  (unless the seal of the
  corporation on such certificates shall be a facsimile,  as hereinafter provided)
  and affix and attest the seal to all other documents to be executed on behalf of
  the corporation under its seal;
  
  see that the books,  reports,  statements,  certificates and other documents and
  records required by law to be kept and filed are properly kept and filed; and
  
  in  general,  have all the powers and  perform  all the duties  incident  to the
  office of  secretary  and such other duties as from time to time may be assigned
  to him by the board, the chairman of the board or the president.
                    sureties and bonds.
  
  In case the board  shall so  require,  any  officer or agent of the  corporation
  shall  execute  to the  corporation  a bond in such sum and with such  surety or
  sureties as the board may direct,  conditioned upon the faithful  performance of
  his duties to the  corporation and including  responsibility  for negligence and
  for the  accounting  for all property,  funds or  securities of the  corporation
  which may come into his hands.
                    shares of other corporations.
  
  Whenever the corporation is the holder of shares of any other  corporation,  any
  right or power of the corporation as such shareholder (including the attendance,
  acting and voting at shareholders' meetings and execution of waivers,  consents,
  proxies or other  instruments)  may be exercised on behalf of the corporation by
  the  president,  any  vice  president,  or such  other  person  as the  board of
  directors may authorize. article v - certificates
  
                    certificates.
  
  The shares of the corporation  shall be represented by certificates.  They shall
  be numbered and entered in the books of the corporation as they are issued. They
  shall  exhibit the holder's name and the number of shares and shall be signed by
  the chairman of the board,  the president or a vice  president and the treasurer
  or the secretary and shall bear the corporate seal.
                    lost or destroyed certificates.
  
  The board may direct a new  certificate or certificates to be issued in place of
  any certificate or certificates  theretofore issued by the corporation,  alleged
  to have been lost or  destroyed,  upon the making of an affidavit of the fact by
  the person  claiming the certificate to be lost or destroyed.  When  authorizing
  such  issue  of a new  certificate  or  certificates,  the  board  may,  in  its
  discretion  and as a condition  precedent to the issuance  thereof,  require the
  owner of such  lost or  destroyed  certificate  or  certificates,  or his  legal
  representative,  to advertise the same in such manner as it shall require and/or
  give the  corporation  a bond in such sum and with such surety or sureties as it
  may  direct  as  indemnity  against  any  claim  that  may be made  against  the
  corporation  with  respect  to the  certificate  alleged  to have  been  lost or
  destroyed.
                    transfers of shares.
  
  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,  assignment  or authority  to transfer,  it shall be the duty of the
  corporation  to issue a new  certificate  to the person  entitled  thereto,  and
  cancel the old certificate; every such transfer shall be entered on the transfer
  book of the corporation which shall be kept at its principal office.
  
  The corporation  shall be entitled to treat the holder of record of any share as
  the holder in fact thereof and, accordingly, shall not be bound to recognize any
  equitable  or other  claim to or interest in such share on the part of any other
  person whether or not it shall have express or other notice  thereof,  except as
  expressly provided by the laws of New York.
                    record date.
  
  In lieu of closing the share records of the corporation,  the board of directors
  may fix, in advance, a date not exceeding fifty days, nor less than ten days, as
  the record date for the determination of shareholders entitled to receive notice
  of, or to vote at, any meeting of  shareholders,  or to consent to any  proposal
  without a meeting,  or for the purpose of determining  shareholders  entitled to
  receive payment of any dividends, or allotment of any rights, or for the purpose
  of any  other  action.  If no  record  date is fixed,  the  record  date for the
  determination  of shareholders  entitled to notice of or to vote at a meeting of
  shareholders shall be at the close of business on the day next preceding the day
  on which  notice  is given,  or,  if no  notice  is given,  the day on which the
  meeting is held;  the record  date for  determining  shareholders  for any other
  purpose shall be at the close of business on the day on which the  resolution of
  the directors relating thereto is adopted.  When a determination of shareholders
  of record entitled to notice of or to vote any meeting of shareholders  has been
  made as provided for herein,  such determination  shall apply to any adjournment
  thereof,  unless the directors fix a new record date for the adjourned  meeting.
  article vi - dividends
  
  Subject to the provisions of the certificate of incorporation  and to applicable
  law,  dividends on the outstanding  shares of the corporation may be declared in
  such  amounts  and at such  time or times as the  board  may  determine.  Before
  payment of any  dividend,  there may be set aside out of the net  profits of the
  corporation  available for dividends  such sum or sums as the board from time to
  time  in its  absolute  discretion  deems  proper  as a  reserve  fund  to  meet
  contingencies,  or for equalizing dividends, or for repairing or maintaining any
  property of the corporation,  or for such other purpose as the board shall think
  conducive  to the  interests  of the  corporation,  and the board may  modify or
  abolish any such reserve. article vii - corporate seal
  
  The seal of the  corporation  shall be circular in form and bear the name of the
  corporation,  the year of its  organization  and the words  "Corporate Seal, New
  York."  The seal  may be used by  causing  it to be  impressed  directly  on the
  instrument or writing to be sealed, or upon adhesive  substance affixed thereto.
  The seal on the certificates for shares or on any corporation obligation for the
  payment  of money  may be a  facsimile,  engraved  or  printed.  article  viii -
  EXECUTION of instruments
  
  All  corporate  instruments  and  documents  shall be signed  or  countersigned,
  executed,  verified or  acknowledged by such officer or officers or other person
  or  persons  as the board may from time to time  designate.  article ix - fiscal
  year
  
  The fiscal year shall begin the first day of March in each year.
  article x - References to certificate of incorporation
  
  Reference to the certificate of incorporation in these By-Laws shall include all
  amendments thereto or changes thereof unless specifically excepted.
  article xi - indemnification of officers and directors
  
  The officers and directors of the Corporation shall be entitled to indemnifica-
  tion to the maximum extent permitted by New York State law.
  article xii - by-law changes
  
  AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.
  
  Except as otherwise provided in the certificate of incorporation the By-Laws may
  be amended, repealed or adopted by vote of the holders of the shares at the time
  entitled to vote in the election of any directors.  By-Laws may also be amended,
  repealed  or  adopted  by the board but any  By-Law  adopted by the board may be
  amended by the shareholders entitled to vote thereon as hereinabove provided.
  
  If any By-Law regulating an impending election of directors is adopted,  amended
  or  repeated  by the board,  there  shall be set forth in the notice of the next
  meeting of  shareholders  for the election of  directors  the By-Law so adopted,
  amended or repealed, together with a concise statement of the changes made.
  For Immediate Release
  
                                                           NEWS RELEASE
  
  Contact:
  
  Media Relations           Investor Relations        Media Relations
  For Multex.com            For Multex.com            For Market Guide:
  Courtney Darby/Renee      Joseph Jaffoni            Peter Sluka
  Kemish                    Jaffoni & Collins         Market Guide Inc.
  Middleberg + Associates   Incorporated             (516) 327-2400 Ext:145
  (212) 699-2545/2552       (212) 835-8500            psluka@marktguide.com
  courtney@middleberg.com   mltx@jcir.com
  renee@middleberg.com
  
                      Multex.com Agrees to Acquire Market Guide
  
            Market Guide Acquisition Valued at Approximately $159 million
                             at the Time of Announcement
  
  NEW YORK, June 23, 1999 -- Multex.com, Inc. (Nasdaq: MLTX) and Market Guide Inc.
  (Nasdaq:  MARG) today  announced  they have signed a  definitive  agreement  for
  Multex.com  to acquire  Market  Guide  Inc.,  a leading  provider  of  financial
  information  on the  Internet.  The  transaction  is structured as a merger of a
  newly  formed   subsidiary  with  and  into  Market  Guide,  with  Market  Guide
  shareholders receiving approximately 5.6 million shares of Multex.com stock.
  
  Market Guide is an industry-leading  Internet provider of value-added  financial
  content for both individual investors and institutional investors, covering over
  12,000 publicly traded companies. Following the consummation of the acquisition,
  Market  Guide  expects to make  Multex.com's  investment  research  and earnings
  estimates available through its Web site, http://www.marketguide.com, as well as
  through its over 100  leading  Internet  distribution  partners,  which  include
  leading brands such as America Online,  Ameritrade,  Bridge Information Systems,
  CBS MarketWatch, Charles Schwab & Co., CNNfn, E-Trade, FactSet Research Systems,
  Reuters,  The Motley Fool,  The  Street.com,  Wall Street  Journal  Interactive,
  Waterhouse Securities and Yahoo!.
  
  The  acquisition  will enable  Multex.com to leverage  Market Guide's  extensive
  Internet distribution network,  unique financial content and brand. In addition,
  the acquisition will allow Multex.com to substantially increase the quantity and
  scope of its  proprietary  financial  content and  analysis,  strengthening  the
  Company's  position  as  a  leading  online  investment   research  network  for
  individual and institutional investors.
  
  Multex.com expects to integrate Market Guide's  proprietary  financial databases
  into all its Internet research  services,  including  MultexNET,  MultexEXPRESS,
  Multex Research-on-Demand and Multex Investor Network.
  
  "Market Guide  represents an excellent  strategic and financial  transaction for
  Multex.com.  We look forward to leveraging  Market Guide's  premiere  content as
  well as working closely with Market Guide's  strategic  distribution  partners,"
  said Isaak Karaev, president and CEO of
                                       (more)
  Page 2
  
  Multex.com.  "Both  Multex.com  and Market Guide are dynamic  brands  within the
  rapidly  expanding   Internet   financial  services  market.  By  combining  our
  complementary business models, proprietary content, audience reach, and Internet
  technology,  we believe we have the opportunity to create one of the largest and
  fastest growing investment and financial research destinations on the Internet."
  
  "Both Market Guide and  Multex.com  share the same vision of being the benchmark
  for high quality  financial  content,  research and analysis over the Internet,"
  said Homi Byramji,  President and CEO of Market Guide. "Together, we will supply
  more  professional  Web sites  with  investment  data  than any other  financial
  information  provider.  In addition,  the  combination  of our broad  network of
  Internet   distribution   partners  will  enable   millions  of  individual  and
  institutional investors worldwide to access our leading content."
  
  Under the terms of the merger agreement,  Market Guide shareholders will receive
  one share of Multex.com stock for each outstanding  share of Market Guide stock.
  The  acquisition,  which is expected to close within 120 days, has been approved
  by both  companies'  Boards of Directors and is subject to customary  conditions
  including   approval  by  the  stockholders  of  Multex.com  and  Market  Guide.
  Multex.com,  Inc.  expects to account  for this  transaction  under the  pooling
  method of  accounting.  Market Guide Inc. will retain its key  management and be
  operated  as a wholly  owned  subsidiary  of  Multex.com,  Inc.  In  addition to
  continuing to serve as Market Guide's  President and CEO, Homi Byramji will join
  Multex.com's Board of Directors.
  
  About Multex.com, Inc.
  
  Multex.com  (http://www.multex.com)  is a leading provider of online  investment
  research and information  services  designed to meet the needs of individual and
  institutional  investors,   including  investment  banks,  brokerage  firms  and
  corporations.  Multex.com's  services  enable  timely  online access to over 1.2
  million  research  reports  and  other  investment  information  on over  20,000
  companies  published  by more than 500  investment  banks,  brokerage  firms and
  third-party  research  providers  worldwide.   More  than  1,000,000  individual
  investors, institutional investors and financial professionals, including mutual
  fund  managers,  portfolio  managers,  brokers and their  clients have access to
  Multex.com's  services.  For  individual  investors,   Multex.com  has  recently
  launched  the  Multex  Investor  Network   (http://www.multexinvestor.com),   an
  Internet  service  targeting  the rapidly  growing  online  individual  investor
  market.
  
  About Market Guide Inc.
  
  Market Guide Inc., the benchmark for quality financial information, is the
  leader in providing the broadest coverage of professional grade financial data
  over the Internet. Market Guide supplies more professional Web sites with
  quality investment data than any other database and software company. Market
  Guide specializes in the compilation, integration, display and delivery of a
  superior quality database of descriptive and analytic information on over 12,000
  publicly traded domestic and foreign corporations. Well known to professional
  investors for 16 years, the company distributes its services through more than
  100 on-line vendors and independent finance oriented web sites including, ADP,
  AltaVista, America Online (NYSE: AOL), Ameritrade Holding Corp. (Nasdaq: AMTD),
  Bridge Information Systems, Briefing.com, CNNfn, Charles Schwab & Co., (NYSE:
  SCH), DBC (Nasdaq: DBCC), FactSet Research Systems, Individual Investor Group
  (Nasdaq: INDI), National Discount Brokers Group (NYSE: NDB), One Source (Nasdaq:
  ONES), PC Quote (Amex: PQT), Pointcast, Quote.com, Reuters (Nasdaq: RTRSY),
  Telemet America, The Motley Fool, TheStreet.com (Nasdaq: TSCM), Track Data
  (Nasdaq: TRAC), Wall Street Journal Interactive, Wall Street Source, Waterhouse
  Securities and Yahoo! (Nasdaq: YHOO), as well as through its own web site - The
  Market Guide Investment Center (http://www.marketguide.com).
  
  Forward-looking  statements in this release are made pursuant to the safe harbor
  provisions  of the Private  Securities  Litigation  Reform Act of 1995.  You are
  cautioned that such  forward-looking  statements  involve  significant risks and
  uncertainties.   Actual  results  may  differ   materially  from  those  in  the
  forward-looking  statements  due to a number of factors,  including  and without
  limitation:  (i) risks  relating to the merger,  such as risks that the proposed
  merger may not be  consummated,  risks  involved in  assimilating  Market Guide,
  risks  involved  in  integrating,  retaining  and  motivating  key Market  Guide
  personnel,  risks related to integrating  and managing  geographically-dispersed
  operations, risks related to integrating the technologies and infrastructures of
  the companies,  and risks related to the acceptance by Market Guide's  customers
  of the merger;  (ii) risks  inherent  in Market  Guide's  business,  such as its
  dependence on maintaining relationships with key customers;  (iii) the risk that
  Market  Guide's  customers  and  distribution  partners  will  not  utilize  any
  additional  services  of  the  combined  company;  (iv)  risks  relating  to the
  achievement  by Multex.com of new revenues from Market Guide's  operations;  and
  (v)  risks  relating  to   Multex.com's   ongoing   operations  as  detailed  in
  Multex.com's  filings  from  time to  time  with  the  Securities  and  Exchange
  Commission.   Multex.com   does  not  assume  any   obligation   to  update  the
  forward-looking information contained in this press release.
  
  SOURCE: Multex.com, Inc.