TRADING ROOM SYSTEM SOFTWARE AND DESKTOP LICENSE AGREEMENT

THIS TRADING ROOM SYSTEM SOFTWARE LICENSE AGREEMENT (this “Agreement” ) is entered into on May [Date], 2005, by and between Moneyline Telerate, a Delaware corporation ( “Licensor” ), Reuters Limited, a corporation organized under the laws of England and Wales ( “Reuters” ) and HyperFeed Technologies, Inc., a Delaware corporation ( “Licensee” ).

WHEREAS, Licensor wishes to grant a license pursuant to the terms set forth below and Licensee wishes to obtain that license;

NOW, THEREFORE, the Parties (as defined below) agree as follows:

1.                                       DEFINITIONS

“Acquisition Agreement” shall have the meaning set forth in Section 15.8.

“Active8 Software” means the source code of version 2.11 of the Telerate Active8 software excluding any remote update facility and modified to work only with the TRS Software and to remove all references to the term “Active8” or any other Licensor trademark or any term similarly confusing thereto.

“Additional Services” shall have the meaning set forth in section 6.4.

“Agreement” shall have the meaning set forth in the preamble to this agreement.

“ Client API ” means any sub-component of the TRS Software which has been made generally available by Licensor to customers of the system for the purpose of building applications which can indirectly communicate with the infrastructure components without the direct use of protocols and semantics which are proprietary to the TRS Software.

“Customer Deployment” means a Licensee Platform that is physically located in a location owned or leased by Licensee’s customer.

“Damages” means any losses, damages, fees, costs (including reasonable attorney’s fees) or liabilities as further set forth herein.

“Delivery Date” means the date on which the TRS Software has been delivered to the Site, such date not to occur before the Effective Date.

“Derivative Works” shall have the meaning set forth in 17 USC Section 101.

“Documentation” means, as the context requires, the pre-existing user, and system documentation for the Software including any copies of any of the above.

“ Effective Date ” has the meaning set forth in Section 15.10.

“Fee” shall have the meaning set forth in Section 5.1.

“ Feedhandler ” means an application sub-component of the Licensee Platform external to the infrastructure components that indirectly publishes data into the infrastructure via the Client API.  Each file within a Feedhandler must contain at least one string with the reference “Hyperfeed” in it and any executable file of each Feedhandler must include a “command line” switch option to obtain the version information which states that “Hyperfeed” is the licensor.

“Licensee Desktop” means the object or executable code form of the Active8 Software and any Derivative Works Licensee creates pursuant to Section 4.3 of this Agreement.

“Licensee Platform” means the object or executable code form of the TRS Software and any Derivative Works Licensee creates pursuant to this Agreement.

“Managed Deployment” means a Licensee Platform that is hosted and/or managed by Licensee for Licensee’s customer on a one to one basis.

“ Reference Platform ” means Sun Microsystems SPARC hardware running the Solaris 2.6 operating system.

“Schedule” means any schedule attached to this Agreement.

“Shared Deployment” means a Licensee Platform that is hosted and/or managed by Licensee for multiple Licensee customers.

“Site” means the site, set out in Schedule A, where Licensor shall deliver the Software.

“Software” means the TRS Software, Active8 Software and the Licensee Desktop as of the date of delivery to Licensee

“Sublicensee” means any third party who receives a limited non-transferable license to the Licensee Platform or Licensee Desktop.

“ Telerate Active8 ” means the object code of the Telerate Active8 software.

“Territory” shall have the meaning set forth in Section 4.6.

“Transaction” means the transaction contemplated by the Acquisition Agreement.

“TRS Software” means the source and object code forms of the computer programs set out in Schedule A .

2.                                       TERM

2.1.                               All licenses granted by Licensor under this Agreement shall be for the term stated, subject to earlier termination in accordance with the terms and conditions as set forth herein.

3.                                       DELIVERY

3.1.                               Licensor shall deliver the TRS Software to the Site on the Delivery Date.

3.2.                               Licensee agrees to prepare, at Licensee’s expense, a suitable area at the Site for the TRS Software in accordance with reasonable instructions to be furnished by Licensor to Licensee a reasonable time prior to the Delivery Date.

3.3.                               Licensee shall acknowledge in writing within five days after the Software or the relevant part has been delivered to the Site.  If Licensee does not furnish such acknowledgement within five days, the Software or relevant part shall be deemed to have been delivered.

3.4.                               Licensor shall certify in writing to Licensee when delivery of the Software has been completed.

4.                                       LICENSES

4.1.                               Licensor hereby grants to Licensee a perpetual, exclusive (except as set forth in Sections 4.6 and 4.11) license in the Territory, effective as of the Effective Date, to use the TRS Software and Documentation and modify the TRS Software, in source code form, to create Derivative Works,

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and to manufacture, reproduce, and have reproduced such Derivative Works.

4.2.                               Licensor hereby grants to Licensee a perpetual,  exclusive (except as set forth in Sections 4.6 and 4.11) license effective as of the Effective Date, to distribute and sublicense the TRS Software and/or Licensee Platform, together with Documentation related thereto, as part of a software platform for the distribution of market data in a Customer Deployment, Managed Deployment or Shared Deployment model that permits users and applications to either publish market data to the platform and/or subscribe to market data from the platform, for use within the Territory.

4.3.                               Licensor hereby grants to Licensee a perpetual license in the Territory to use the Active8 Software and modify the Active8 Software to create Derivative Works, and to manufacture, reproduce, and have reproduced such Derivative Works.  The license granted in this Section 4.3 shall be exclusive (except as set forth in Sections 4.6 and 4.11) to Licensee for a period of two years from the Effective Date, except that Licensor shall have the rights to grant similar licenses with respect to the Active8 Software in connection with sales of all or any portion of its or its Affiliates’ business.

4.4.                               Licensor hereby grants to Licensee a perpetual, non-exclusive license, effective as of the Effective Date, to distribute and sublicense the Licensee Desktop together with any Documentation related thereto, for use within the Territory. Each sublicense to the Licensee Desktop may only be granted in connection with a license to the Licensee Platform and only for use to connect to the Licensee Platform.

4.5.                               Licensee shall require each Sublicensee to enter an agreement that protects Licensor’s rights in substantially the same manner set forth in this Agreement.

4.6.                               The “Territory” shall be global, excluding each region listed in Schedule B for so long as the exclusive nature of the corresponding agreement specified therein remains in effect as to TRS Software or Telerate Active8; provided that upon expiration or termination of such agreement or such exclusive nature, the “Territory” shall include such corresponding region.  ***

4.7.                               Licensee may license Feedhandlers to existing customers of Licensor for use with the TRS Software in object code form supplied to those customers by Licensor.  Where Licensor makes an update to the Client API generally available, it will make that update available to Licensee. Other than Feedhandlers, Licensee shall not sell or license any individual components of the Licensee Platform to existing customers of Licensor for use with software supplied to those customers by Licensor, unless Licensee, by contracting directly with that customer, assumes full responsibility for supporting the TRS Software in object code form provided to that customer by Licensor.

4.8.                               Nothing in this Agreement shall be construed as preventing either party from providing source code of the TRS Software or Active8 Software to an escrow agent pursuant to a standard source code escrow agreement.

4.9.                               Licensee shall be responsible for obtaining third party licenses, to the degree any are necessary to use the Software, Licensee Desktop or Licensee Platform.  Upon request by Licensee, Licensor shall provide reasonable assistance in facilitating Licensee’s procurement of such third party licenses.  Attached hereto as Schedule C is a true and correct list of all third party licenses that are required to use the Software on the Delivery Date.

4.10.                         No trademark license is conferred under this Agreement.  Licensee shall, however, have the right to disclose to third parties that Licensee Platform and Licensee Desktop are based on TRS or Telerate’s Active8 technology, as appropriate, provided that, in each instance, there is a statement made in close proximity and of equal size and font that the Licensee Platform and Licensee Desktop are not Reuters products and are not supported by Reuters.

4.11.                         Nothing in this Agreement shall be construed as preventing Licensor from making, using, selling or otherwise exploiting the Software or Documentation for its own benefit, however, Licensor agrees that it shall not grant rights similar to those granted in Section 4.1 in a general public license.

5.                                       FEES

5.1.                               Licensee agrees to pay to Licensor a fee for the licenses set forth herein and support and maintenance (the “Fee” ) as set forth on Schedule D.

5.2.                               Licensee agrees to pay Licensor one-half of the cost reasonably incurred by Licensor in making the modifications set forth in the definition of the Active8 Software and otherwise preparing the Active8 Software for Licensee.  Licensee’s share of this cost shall not exceed $50,000.  Licensor shall provide Licensee with necessary documentation to evidence the costs incurred in such actions.

5.3.                               Licensor will promptly provide Licensee a written invoice providing reasonable detail of any expenses properly incurred by Licensor under this Agreement.

5.4.                               Licensee will pay any sums due by Licensee to Licensor under this Agreement in full, without any right to set-off or deduction, within 30 days of the date of the relevant invoice .  If any tax in the nature of withholding tax is payable on any sums invoiced under this Agreement, Licensee will pay Licensor such amount as is necessary to ensure that the net amount received by Licensor after such withholding shall be equal to the amount invoiced.

5.5.                               Licensee will be responsible for all applicable sales, use, value added or similar taxes or taxes payable with respect to the provision of the Software, the Licensee Platform or Licensee Desktop, or arising out of or in connection with this Agreement, other than taxes based upon Licensor’s income.  If Licensor pays any such taxes on Licensee’s behalf Licensee agrees to reimburse Licensor for such payment.

5.6.                               If Licensee fails to pay any amounts invoiced under this Agreement in full within the time period specified in Section 5, Licensee will be liable to pay Licensor interest at the rate of 1.5% per month on the remaining amount due, such interest to accrue on a daily basis from the due date until actual payment.

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6.                                       SUPPORT AND MAINTENANCE

6.1.                               Licensor will provide commercially reasonable support and maintenance necessary to compile the source code and generate version 4.6 of the TRS Software executables (other than the TRS Optional Components, but including Observer/Observer+) to be run on the Reference Platform, which may include training for a limited number of Licensee representatives.  Thereafter, Licensor will provide commercially reasonable, limited support, to be agreed between the parties in good faith.  The entire period of support will extend from the Delivery Date until the end of the sixth month after the Delivery Date.  Each party will provide a single point of contact for all services provided under this Agreement.

6.2.                               Licensee will reimburse Licensor for all costs reasonably incurred in connection with training, including reasonable travel expenses.

6.3.                               Licensee will not be entitled to any further software, developments, improvements or other alterations made after the Delivery Date.

6.4.                               For a period of two years after Licensor’s support obligation under Section 6.1 has expired, Licensee may wish to purchase additional services from Licensor (each, an “Additional Service” ).  In that instance, Licensee shall provide reasonably detailed written notice setting forth the proposed Additional Service.  Within ten (10) Business Days of receipt of such notice, Licensor will notify the requesting party whether it agrees to provide the proposed Additional Service and if so, any requirements necessary i