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REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(2) NON-OPPOSITION Date: 23/05/2005

In electronic form on the EUR-Lex website under document number 32005M3692

Office for Official Publications of the European Communities L-2985 Luxembourg

COMMISSION OF THE EUROPEAN COMMUNITIES

Brussels, 23/05/2005

SG-Greffe(2005) D/202214

In the published version of this decision, some information has been omitted pursuant to Article 17(2) of Council Regulation (EC) No 139/2004 concerning non-disclosure of business secrets and other confidential information. The omissions are shown thus [Ö]. Where possible the information omitted has been replaced by ranges of figures or a general description.

PUBLIC VERSION

MERGER PROCEDURE ARTICLE 6(1)(b) DECISION

To the notifying party

Dear Sir/Madam,

Subject: Case No COMP/M.3692 ñ REUTERS/TELERATE Notification of 29/03/2005 pursuant to Article 4 of Council Regulation No 139/20041

1.On 29/03/2005, the Commission received a notification of a proposed concentration pursuant to Article 4 and following a referral pursuant to Article 4(5) of the Merger Regulation, by which the undertaking Reuters Limited (ìReutersî), United Kingdom, acquires within the meaning of Article 3(1)(b) of the Merger Regulation control of the whole of the undertaking Moneyline Telerate Holding (ìTelerateî), USA, by way of purchase of shares.

I. THE PARTIES

2.Reuters is a global provider of information tailored for professionals in the financial services, media and corporate sectors. The company sources, aggregates and disseminates market data content including real-time market data, and provides analytics, trading and messaging capabilities needed by financial professionals. Its largest customers are financial institutions to whom it provides tools specially designed to help them reduce trading and investments risks and distribute and manage market data. Reuters is particularly strong in providing money market, equity and equity related real-time market data on a worldwide basis. Moreover, Reuters is the best known as the worldís largest international multimedia news agency, even if more

1 OJ L 24, 29.1.2004 p. 1. Council Regulation (EC) No 139/2004 is hereinafter referred to as ìthe Merger Regulationî.

Commission europÈenne, B-1049 Bruxelles / Europese Commissie, B-1049 Brussel - Belgium. Telephone: (32-2) 299 11 11.

than 90 % of its revenue is derived from its financial services business, not from the news information activities.

3.Telerate provides financial market data and news on a global scale, with a focus on fixed income, foreign exchange and over-the-counter derivatives. The companyís main focus is the distribution of real-time market data from many different sources, including brokers and banks.

III. CONCENTRATION

4.Reuters will acquire the entire business of Telerate, assets and liabilities included, but excluding a small part in which Telerate acted as a distributor for SAVVIS Communications Corporation. As a result of this transaction, Reuters will exercise sole control over Telerate. It therefore constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.

IV. COMMUNITY DIMENSION

5.This notified operation does not have a Community dimension within the meaning of Article 1.2. The undertakings concerned have a combined aggregate world-wide turnover of less than EUR 5 billion (Ä 4,765 million for Reuters, Ä 198 million for Telerate).

6.The criteria set out in Article 1.3 are not met either. The undertakings concerned have a combined aggregate worldwide turnover that exceeds Ä 2,500 million and the combined aggregate turnover of all the undertakings concerned is more than Ä 100 million in each of at least three Member States as required by Article 1.3(b). However, Telerateís aggregate turnover exceeds Ä 25 million in only one Member State (Article 1.3(c)), and Telerate has an aggregate Community-wide turnover which is less than Ä 100 million (Article 1.3(d)).

7.However, since the operation was reviewable under the national merger control laws of twelve Member States, namely Austria, Estonia, Germany, Greece, Ireland, Latvia, Malta, Poland, Portugal, Slovenia, Spain, and United Kingdom the parties submitted a Reasoned Submission in pursuance of Article 4(5) of EC Regulation No 139/2004 to ask for a referral of the concentration to the Commission. The Member States were consulted and did not oppose the referral in question. On 15/03/2005, the Commission confirmed that the case was deemed to have a Community dimension and would have to be notified to the Commission.

2 Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission Notice on the calculation of turnover (OJ C66, 2.3.1998, p25).

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V.COMPATIBILITY WITH THE COMMON MARKET

A. RELEVANT MARKETS

RELEVANT PRODUCT MARKETS

8.Reuters and Telerate are both global providers of market data products. Market data consists primarily of indicative or tradable prices for various types of financial instruments such as equities, corporate and government bonds, foreign currencies and traded commodities and energy. Financial professionals and organisations around the world involved in the trading of financial instruments use market data in their decision making process prior to executing a trade.

9.The core subset of market data products is real-time information. The inherent value of the core real-time component of market data derives from its immediacy, i.e. that the customer receives prices for financial instruments that reflect a current market price at the moment of receipt. The ability to aggregate and deliver multiple sources of pricing information nearly instantaneously upon the generation of that information requires an extensive processing and distribution infrastructure.

10.The Parties' activities overlap in four different product areas, all of which relate to the sale of market data: (i) the supply of real-time market data to end-users ("RTMD"); (ii) the supply of price and reference data to middle- and back-office functions (or enterprise information products ("EIP") ; (iii) the supply of market data platforms ("MDPs") ; and (iv) the supply of foreign exchange order management software. [..]. Concerning RTMD, many providers also specialise in certain particular asset classes (e.g. fixed income securities, foreign exchange, commodities, etc.) . The provision of RTMD could therefore be further subdivided by reference to the type of asset.

3 "Current market prices" are either tradeable, meaning that the customer can buy or sell a financial instrument at that price, or indicative, meaning that the price is close to a tradeable price but is not offered for trading.

4 RTMD consists primarily of indicative or tradable prices for various types of financial instruments such as equities, corporate and government bonds, foreign currencies, and traded commodities and energy.

5 EIP is a grouping of content, analytics or community capabilities that benefits part of (or an entire) organisation, rather than a single individual. They are used to enable enterprise-wide processes such as risk management, straight-through processing, accounting and portfolio valuation and management.

6 An MDP is a technical platform which enables users to efficiently receive, process and display data-feeds from more than one vendor and/or directly from data generators (such as stock exchanges).

7 Foreign exchange order management are tools that banks purchase to enable their internal and customer foreign exchange traders to place buy and sell limit orders for foreign currencies, subject to specified market conditions being met. For example, a trader or dealer might place a limit order specifying that a given value of currency X is to be purchased if and when the X to Y exchange rate reaches an identified rate.

8 E.g., based on the investigation, Bloomberg and Telerate would be particularly focussed in fixed income, bond-related RTMD, whilst Reuters would have an edge in equity, foreign exchange and money market-related RTMD. In any event, since Bloomberg is deemed to be increasingly expanding its offering into equity-related RTMD, the merger would appear to close a gap that Reuters may have in its portfolio compared to Bloomberg.

11.As regards the provision of RTMD, analysis of the market has revealed that several respondents support the view that a distinction of RTMD according to the type of asset could be relevant, among other things because such a market definition corresponds to the organisation of their business, as some vendors can sell specific data-feeds relating to these asset classes and because such a distinction would be logical based on the type of user. However, as the relevant RTMD is frequently purchased in a package comprising various different asset categories, and since RTMD fees are not split by asset class (nor does the individual asset class influence the way in which the overall data-feed offering is priced) there are also indications that one overall RTMD market might be more appropriate. However, for the purpose of this transaction, a further subdivision of the market can be left open, since on any alternative market definition the merger does not raise competition concerns.

12.As briefly described above, an MDP enables RTMD customers (e.g. banks, stock-broking firms, etc.) to integrate and deliver to professional end-users (i.e. traders in the dealing room) RTMD composed of different data-feeds from various data vendors. There are only two global providers of MDPs: Reuters which has its proprietary platform, called Reuters Market Data System (RMDS) and Telerate with its ìTrading Room Systemî (TRS). Bloomberg (the most important RTMD competitor) does not offer an MDP, but has made the choice to provide its RTMD through a different technical solution (a direct terminal line solution). Other RTMD vendors lack an own MDP and their data-feeds would typically be integrated by customers through the customerís MDP, provided that the MDP has the appropriate software interfaces. In this respect, the market investigation has confirmed that customers have been able to integrate data-feeds from various vendors into their MDP installation, be it from Reuters or Telerate.

13.Although MDPs are typically sold to customers in a bundle together with RTMD, the investigation has shown that there exists a distinct market for MDPs. Even when sold in a bundle together with RTMD, MDPs are indicated as separate billing item in the invoice. In addition, these platforms consist of server-side software which enables a customer to efficiently receive, process and distribute one or multiple data-feeds either from a single RTMD vendor or from multiple RTMD data vendors. Also, MDPs respond to a very different function compared to RTMD delivered for example via a direct terminal line solution. Customers that use a datafeed/MDP model can write application programs that run on the MDP and can provide end-users with additional functionalities. In addition to their role in the distribution of market data to end-users, MDPs are increasingly used to feed data directly into automated trading programs, in response to an evolving customer need. Finally, as mentioned earlier, the majority of RTMD vendors are not an MDP provider.

14.Both parties are also active in the supply of EIP and the supply of foreign exchange order management software. However, as these areas do not constitute affected markets under the Merger Regulation, a further elaboration would be of no consequence with respect to the final conclusion.

9 In fact, there may be various ìdesksî specialised according to the above asset classes and also derivatives within customersí dealing rooms.

RELEVANT GEOGRAPHIC MARKETS

15.15. The Parties are of the opinion that the relevant geographic scope of each of these markets is global or at least EEA-wide in nature. The market investigation has provided indications that this is indeed the case for both RTMD and MDPs. In particular, as regards RTMD, it appears that the main market data providers generally supply their customers around the world, and some other providers may have at least a regional focus (e.g. the EEA). Normally, market data is aggregated in data centres and can be accessed by end-users regardless of their location, or within regional areas. Many market data vendors offer products that are substantially the same across the regions, while other products are sold in regional packages. Indeed the main providers are global companies that compete and market their products across all geographic regions. The same conclusion is broadly valid ñ with a certain sliding scale - for RTMD customers. However, for the purpose of this transaction, a subdivision of the market can be left open, since on any alternative market definition the merger does not raise competition concerns as regards RTMD.

16.16. As regards MDPs, it appears that the fundamental characteristics of platform products do not vary between regions, and there is no technical reason why it should be so. A large proportion of MDP customers are financial institutions that require MDP providers to offer global or regional technical support networks. Reuters and Telerate are the two most important global MDP providers; some smaller providers may have a regional focus. However, for the purpose of this transaction, whether the MDP market is world-wide or EEA-wide can be left open, since the assessment of the effects of this transaction do not depend on the exact geographic dimension of the market.

B. COMPETITIVE ASSESSMENT

NO SINGLE DOMINANCE OR COLLECTIVE DOMINANCE AS REGARDS REAL- TIME MARKET DATA

17.17. With respect to the supply of RTMD, the market investigation provided no indication that the merger would bring about either the creation of single dominance or a scenario of collective dominance. Respondents always pointed out to the Commission that fierce competition exists between the various suppliers in the market place, regardless of the geographic scope of the market. It was not possible to establish precise market shares, but based on the partiesí estimates, Reuters and Bloomberg would each have around [35-45] % in the EEA. As regards the global market, Reuters would have [25-35] % and Bloomberg [35-45] %. From the responses to the questionnaires it clearly emerged that the combination of Reuters/Telerate would not lead to single dominance, bearing in mind the relatively small share of Telerate. The merged entity would continue to face strong competition from Bloomberg, both globally and in the EEA, as well as from other, smaller vendors of RTMD (Thomson, IDC Comstock, Telekurs, individual exchanges, etc.). In addition, no evidence suggests that parallel behaviour between the two main players (Bloomberg and Reuters) occurred in the past, or will occur as a result of the merger as regards the provision of (multi-class) RTMD. Therefore, as regards RTMD, the merger would not significantly impede effective competition in the common market, in particular through the creation or strengthening of a dominant position.

10 In this connection, it may be observed that Telerate is a relatively small supplier anyway and is a firm in financial distress. Over the past few years, Telerateís customer base has been in significant decline while users have already switched either to Reuters or to Bloomberg.

18.18. Moreover, the proposed merger would not create a dominant position in the supply of any specific RTMD asset class. The market investigation has revealed that, post-merger, there would still be sufficient alternative suppliers in the market (Bloomberg being the largest one) of such particular type of offerings. In addition, many of the larger customers currently source their data from a range of different vendors (for instance from exchanges). Moreover, customers carry out their own final composition of such data according to their individual needs. The merger would not bring about a significant change to this situation, nor would it give rise to higher or different incentives which would potentially be conducive to the emergence of possible parallel behaviour between the two main players, Bloomberg and Reuters.

COMPETITION CONCERNS AS REGARDS MARKET DATA PLATFORMS

19.19. The merging parties are the two main MDP providers world-wide. In the last two years, Reuters has had around [more than 85] % of the MDP market both worldwide and in the EEA, around [less than 5] % being accounted for by Telerate. Against this background, it appears that the merger would cause both existing MDPs to be under the control of the same company and would likely lead to the elimination of one of only two global MDPs that exist in the market today, namely Telerateís TRS platform. As was evidenced in the market investigation, those customers that have based their business operations almost exclusively on Telerateís TRS (i.e. those using Telerateís RTMD and MDP) voiced the strongest concerns against the merger. These customers fear that the TRS platform would be phased-out over time and that they would be forced to migrate to Reutersí MDP (RMDS). Moreover, although Telerateís position in the supply of MDPs has declined over time, customers have stated that Telerate still exerts a competitive constraint on Reuters. Based on the above, the Commission concludes that the merger gives rise to serious doubts as to its compatibility with the common market, since it would significantly impede effective competition as regards MDPs.

C. COMMITMENT SUBMITTED BY THE PARTIES

20.20. In order to address the competition concerns identified by the Commission as regards the provision of MDPs, the parties submitted a commitment on 26 April 2005 (the ìcommitmentî). The proposed commitment was then refined and improved on 20 May 2005, based on the outcome of the market test. The full text of the final commitment is annexed to and forms an integral part of this decision.

A. S UMMARY OF THE COMMITMENT

21.21. The parties have proposed that Telerate (hereinafter also indicated as the ìLicensorî) enters into a license agreement (ìthe License Agreementî) regarding the TRS software and the Active8 Desktop software with the US-based company Hyperfeed Technologies Inc. (hereinafter ìHyperfeedî or ìLicenseeî). Hyperfeed is active in the supply of software technology (related to data-feeds) and in the provision of ticker plants, and it is listed on NASDAQ.

22.22. In summary, the proposed commitment consists of the following: Hyperfeed is granted a non-royalty bearing, perpetual, global, exclusive license to use the TRS software and modify the TRS software to create derivative works, and to manufacture, reproduce, and have reproduced such derivative works. Furthermore, based on the License Agreement, a perpetual, exclusive license is granted to distribute and sub-license the TRS software and/or the Licensee Platform (as defined in the License Agreement) 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 licensed Territory (i.e. world-wide).

23.23. Pursuant to the License Agreement, Hyperfeed is also granted a perpetual, license, to use the Active8 software (the desktop software associated with the TRS) and modify the Active8 software to create derivative works, and to manufacture, reproduce, and have reproduced such derivative works. The desktop software license in question is exclusive for a period of two years. In addition, Hyperfeed is also granted a perpetual, non-exclusive license to distribute and sublicense the Licensee Desktop (as defined in the License Agreement), for use within the Territory.

24.24. As mentioned above, the License Agreement has global coverage, although the territorial scope of the licence is limited in some cases so as to take account of certain pre-existing exclusive distribution relationships, e.g. in the Benelux, and in certain other regions of the world. Upon expiration or termination of such agreements or such exclusive nature, the licensed Territory will include such corresponding region. In any event, when the aforementioned exclusive distribution arrangements expire, Hyperfeed may want to continue (if so wishes) the relationship with the present TRS distributor since it is allowed to sublicense the TRS software.

25.25. According to the terms of the License Agreement, the Licensor will provide commercially reasonable support and maintenance necessary to compile the source code and generate the appropriate version of the TRS Software executables, which may include training for a limited number of Licensee representatives. Thereafter, Licensor will provide reasonable support, to be agreed between the parties in good faith. The entire period of support will extend for [..] months after the delivery of the software.

B. M ARKET TEST OF THE COMMITMENT

26.26. The Commission carried out a market test of the initial commitment proposed by the parties, among competitors and customers. Several respondents expressed concerns about the scope of the License Agreement as initially proposed by the parties. In particular several RTMD competitors (such as Bloomberg and MarketXS, a Dutch distributor of Telerateís MDP and data-feeds in the Benelux) considered that a divestiture rather than a license would be a more appropriate remedy, as from the outset it would eliminate both the overlap and any risk of possible future dependency of the Licensee on the Licensor. In particular, this would have appeared to be the result of some clauses of the proposed commitment. In addition, Hyperfeed was generally perceived by several respondents as being a software provider that lacked the standing and global focus that would enable it to compete globally vis-‡-vis Reuters in the MDP space. Moreover, several customers who are operating the TRS (Telerateís) platform expressed critical views, querying whether Hyperfeed had the necessary resources and market presence in order to effectively compete in the provision of MDPs at a global level.

27.27. As a result of these concerns on the viability of the proposed remedy, upon request by the Commission, the merging parties submitted an improved version of the License Agreement, in which the clauses that could risk limiting the scope of activity and the strategic options of the Licensee had been removed. Furthermore, appropriate procedural safeguards have been included in order to eliminate the risk that the Licensor takes advantage of its position vis-‡-vis the Licensee, especially in the course of the initial phase of the implementation of the commitment (through a monitoring Trustee) and also throughout the life of the agreement (through an appropriate arbitration mechanism). In this context, it is worth noting that the License Agreement may now be terminated only by virtue of a judgment of an Arbitration Tribunal.

28.28. Finally, the commitment now provides that in case within twenty four months of the delivery date (i.e. the date upon which the TRS software is delivered to Hyperfeed), Hyperfeed does not use the license, or is not successful, or fails, a fall-back provision will apply: the merging parties will have to arrange a transfer of the licensed business to another third party, to be approved by the Commission, having heard the opinion of the Trustee.

C. ASSESSMENT OF THE COMMITMENT

29.29. While a divestiture of TRS would be an obvious solution at first sight, the implementation of such a divestiture appears to be problematic in this case. It has to be recalled that TRS has a limited MDP market share and that it is normally sold to customers in a bundle together with the Telerate data-feeds. TRS alone is merely a technical platform without content. Over the past years, Telerateís customer base has declined significantly. In addition, Telerate is a company in financial distress. In this context, although the market investigation revealed that some players may be interested in purchasing individual assets of Telerate (especially data-feeds), a potential buyer of only the MDP assets, with a relatively limited market share and stream of revenues (stemming from the TRSís installed base), would necessarily acquire the significantly high costs related to running TRS (cost for maintenance, support, etc.). [..]

30.30. Against the above background, the commitment to grant a license of TRS is the appropriate solution to adequately remedy the competition concerns regarding MDPs, to the extent that: i) an appropriate licensee is found and ii) an appropriate license agreement is in place.

31.31. As regards i) above, as stated, Hyperfeed is essentially a software technology company related to data-feed business and a provider of ticker plants. The proposed license agreement would allow Hyperfeed to complete their already comprehensive offering by adding the TRS platform to their product portfolio. Despite criticism from several market participants, Hyperfeed appears to be very committed to further developing the TRS product and, based on the information available to the Commission, is also prepared to make significant investments to deploy a new business model for MDPs (in support of the supply of data), which may provide a more stringent competitive constraint to Reutersí RMDS, compared to Telerateís struggling TRS of the last few years. Hyperfeed is controlled by PICO Holdings Inc., an investment company (listed on NASDAQ). Based on the information available to the Commission, Hyperfeedís controlling shareholder is willing to make further resources available to HyperFeed and fully supports its business plan as regards the MDP business. [..]

32.32. Besides the outcome of the market investigation, after having questioned Hyperfeed and its main shareholder PICO on the various steps that they intend to take in order to turn the TRS software license into a newly created competitive force capable of offering an alternative to customers in such a fast-moving and innovation-driven marketplace

11 A ticker plant is a collection of computer processors stored in a central location which receive and process market data. Each of the main market data vendors has one or more ticker plants with the exception of Telerate.

compared to Reutersí RMDS offering, the Commission has come to the conclusion that Hyperfeed is a suitable licensee for the licensed business.

33.33. As regards ii) above, it is worth noting that Hyperfeed will be granted a perpetual exclusive global license to use the TRS and the associated desktop systems; the license is not royalty bearing. In addition, following the critical views expressed in the course of the market test, the parties have significantly improved provisions of the License Agreement, by eliminating all of the clauses that could conceivably have created a risk of dependency by Hyperfeed on the Licensor. Furthermore, as a further safeguard besides the License Agreement, the parties have also finally committed to appoint a monitoring Trustee, who during twenty-four months of the delivery date (i.e. the date upon which the TRS Software is delivered to Hyperfeed should oversee both the implementation of the commitment by the merging parties and the business performance of Hyperfeed. In particular, the Trustee is due to report to the Commission under any circumstances if the Licensee does not effectively use the License or turns out not to be successful in the implementation of its own MDP business model and/or in establishing itself as an effective competitor in the MDP market. In such cases, the merging parties may have to transfer the license to another third party under the same terms and conditions as the License Agreement with Hyperfeed, if the Commission so decides. Finally the commitment provides for an Arbitration mechanism, that offers full protection in case of disputes arising from the license agreement, this being particularly relevant especially after the period (twenty-four months) in which the Trusteeís mandate will have expired.

D. CONCLUSION ON THE COMMITMENT

34.34. After having reviewed the modified commitment proposal, the Commission has come to the conclusion that the License Agreement, through an appropriate legal framework, ensures the continued viability of the MDP business post-transaction and safeguards that Hyperfeed will maintain and develop the TRS licensed business as a viable and active force in the MDP market. In the light of the foregoing, it appears that the remedy proposal is sufficient to solve the competition concern identified, subject to the partiesí compliance with the following:

35.35. Having regard to the text of the commitments which is annexed to the present decision (ìthe Annexî), the commitments set out in Section B of the Annex (ìThe Licenceî), constitute conditions within the terms of the Commissionís Notice on Remedies, as only by fulfilling them (subject to any change pursuant to the review clause contained in the attached commitments), the structural change on the relevant markets can be achieved. The remaining commitments, as contained in the Annex, constitute obligations, as they concern the implementing steps which are necessary to achieve the structural change that is sought. In particular, this relates to the provisions set out in Sections C (ìTransfer and Termination of Licenceî and D (ìMonitoring Trusteeî) of the Annex.

VI. CONCLUSION

36.36. For the above reasons, the Commission has decided not to oppose the notified operation and to declare it compatible with the common market and with the EEA Agreement. This decision is adopted in application of Article 6(1)(b) and Article 6(2) of the Merger Regulation.

For the Commission

(signed) Jacques BARROT Member of the Commission

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Reuters/Telerate - Case COMP/M.3692 - Commitments to the European Commission

Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 as amended (the ìMerger Regulationî), Reuters Limited and Moneyline Telerate Holdings, Inc. (together, the ìPartiesî) hereby provide the following Commitments (the ìCommitmentsî) in order to enable the European Commission (the ìCommissionî) to declare the acquisition by Reuters Limited and certain of its designated affiliates of the business conducted by Moneyline Telerate Holdings, Inc. and its subsidiaries (the "Transaction") compatible with the common market and the EEA Agreement by its decision pursuant to Article 6(1)(b) of the Merger Regulation (the ìDecisionî).

The Commitments shall take effect upon the date of adoption of the Decision. For the avoidance of doubt, the Commitments shall cease to have effect in the event that the Parties fail to complete the Transaction.

This text shall be interpreted in the light of the Decision to the extent that the Commitments are attached as conditions and obligations, in the general framework of Community law, in particular in the light of the Merger Regulation, and by reference to the Commission Notice on remedies acceptable under Council Regulation (EC) No 139/2004 and under Commission Regulation (EC) No 802/2004.

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SECTION A. DEFINITIONS

1. For the purpose of the Commitments, the following terms shall have the following meaning:

Active8 Software: takes the meaning given to this term in the Licence Agreement.

Decision Date: the date of adoption of the Decision by the Commission.

Delivery Date: the date upon which the TRS Software is delivered to Hyperfeed under the Licence.

Documentation: takes the meaning given to this term in the Licence Agreement.

Escrow: the software escrow arrangement entered into by Reuters.

Execution Period: the period which is [Ö] from the Decision Date.

Hyperfeed: Hyperfeed Technologies, Inc., a corporation incorporated under Delaware law and having its registered office at 300 S. Wacker Drive, Suite 300, Chicago, Illinois 60606, United States of America, or any party to whom Hyperfeed transfers the Licence prior to a Third Party Licence being granted to a Third Party Licensee.

Licence: a licence granted to Hyperfeed to use the Software and Documentation on the same terms as those contained in the Licence Agreement.

Licence Agreement: the draft agreement between Moneyline Telerate (as licensor), Hyperfeed (as licensee) and Reuters set out in the Schedule hereto.

Monitoring Trustee: one or more natural or legal person(s), independent from the Parties, who is approved by the Commission and appointed by Reuters, and who has the duties and functions set out in these Commitments.

Reuters: Reuters Limited (company number 00145516), a corporation incorporated under the laws of England and having its registered office at 85 Fleet Street, London EC4P 4AJ, United Kingdom.

Software: the TRS Software and the Active8 Software.

Telerate: Moneyline Telerate Holdings, Inc., a corporation incorporated under the laws of Delaware and having its principal office at 233 Broadway, New York, New York 10279, United States of America.

Third Party Licence: a licence granted to the Third Party Licensee to use the Software and Documentation.

Third Party Licensee: a third party approved by the Commission under paragraph 13 as a licensee of the Software and Documentation.

TRS Software: takes the meaning given to this term in the Licence Agreement.

2. These Commitments are governed by, and shall be construed in accordance with, the laws of England and Wales.

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SECTION B. THE LICENCE

Commitment to grant Licence

3.3. Reuters undertakes to enter, and Telerate undertakes to procure that its affiliate, Moneyline Telerate, shall enter into a Licence with Hyperfeed before the expiry of the Execution Period. The Licence shall be on the same terms as those contained in the Licence Agreement.

4.4. Nothing provided in these Commitments shall be construed as limiting any right of Reuters to use, develop, distribute, supply or sell the Software and Documentation.

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SECTION C. TRANSFER AND TERMINATION OF LICENCE

Transfer of Licence

5.5. Subject to paragraph 7 below, Reuters shall grant a Third Party Licence to a Third Party Licensee on the same or equivalent terms and conditions as those contained in the Licence (including as to exclusivity, save for Hyperfeed) in accordance with the procedure set out in paragraphs 12 and 13 if, within [Ö] months of the Delivery Date:

(a) Hyperfeed has failed to effectively use the Licence (ìEffective Use Transfer Eventî); or

(b) the business conducted by Hyperfeed which relates to or relies upon de Licence has proved to be unsuccessful or economically unviable (ìFailed Business Transfer Eventî).

6.6. Each of an Effective Use Transfer Event and a Failed Business Transfer Event shall be deemed to be a ìLicence Transfer Eventî. A Licence Transfer Event may only occur after the expiry of a 6-month period commencing on the date on which all software deliverable by Reuters to Hyperfeed under the Licence has been delivered.

7.7. Where a Licence Transfer Event occurs and a Third Party Licence is granted to a Third Party Licensee pursuant to paragraph 5 above, Hyperfeed shall retain its rights under the Licence except that it will automatically forfeit its exclusivity rights under the Licence as well as all rights to assign the Licence or any rights thereunder, including but not limited to rights pursuant to section 15.3 of the Licence.

8.8. For the purposes of an Effective Use Tranfer Event, failure to effectively use the Licence may be taken to mean that Hyperfeed has not made available for sale an alternative product which would be capable of competing with Reuters market data platform products at least as effectively as Telerate at the date of the Licence, and will be unable to do so within 24 months from the Delivery Date. For the purpose of a Failed Business Transfer Event, a failure of the business conducted by Hyperfeed which relates to or relies upon the Licence to be successful or economically viable may be taken in particular to mean that Hyperfeed has not been able to establish itself as an effective competitor for market data platforms and will be unable to do so within the 24 months from the Delivery Date or thereafter.

9.9. The Monitoring Trustee shall report to the Commission about a License Transfer Event within its duties as set out in Section D. In any event, if the Monitoring Trustee considers that a Licence Transfer Event has occurred or is imminent, it must submit a reasoned opinion to that effect to the Commission. Hyperfeed shall be given an opportunity to

make representations to, and be consulted by, the Commission in its consideration of the

Monitoring Trustee's reasoned opinion. Where appropriate, this may include the

opportunity to take corrective action to avoid or rebut a Licence Transfer Event and

thereby avoid the grant of the Third Party Licence pursuant to paragraph 5.

10.10. If, upon reviewing, and giving due consideration to, the Monitoring Trustee's reasoned

opinion and any other relevant material before it (including, as appropriate, any

submission by Hyperfeed contemplated by paragraph 9), the Commission concludes that

a Licence Transfer Event has occurred, it shall issue a written declaration to that effect to

the Parties and Hyperfeed, with a copy to the Monitoring Trustee.

Termination of Licence

11.11. If, within [Ö] months of the Delivery Date, the Licence is validly terminated, Reuters

shall enter into a licence with a suitable Third Party Licensee under the same or

equivalent terms and conditions (including as to exclusivity, save for Hyperfeed) to those

contained in the Licence at the time of termination, in accordance with the procedure set

out in paragraphs 12 and 13. The Third Party Licence shall be subject to, and take effect

upon, approval by the Commission.

Appointment of Third Party Licensee

12.12. As soon as reasonably practicable after either:

(a) a declaration by the Commission pursuant to paragraph 10 that a Licence

Transfer Event has occurred; or

(b) a valid termination of the Licence,

the Monitoring Trustee shall invite submissions from any viable third party who is

independent of the Parties and shows a legitimate interest in becoming a Third Party

Licensee, possessing the financial resources, proven expertise and incentive necessary to

exploit a Third Party Licence.

13.13. As soon as reasonably practicable after issuing an invitation for submissions under

paragraph 12, the Monitoring Trustee shall submit to the Commission a reasoned opinion

as to the suitability of those third parties who have lodged submissions with the

Monitoring Trustee to become a Third Party Licensee. After reviewing and giving due

consideration to the Monitoring Trustee's reasoned opinion and any other relevant

material before it, the Commission shall, as soon as reasonably practicable after receiving

the Monitoring Trustee's reasoned opinion, approve any suitable third party

recommended by the Monitoring Trustee to be the Third Party Licensee and issue a

written declaration to this effect to the Parties and Hyperfeed, with a copy to the

Monitoring Trustee.

Terms of the Third Party Licence

14.14. Reuters shall consider any requests from the Third Party Licensee for any commercially

reasonable modifications for incorporation in the Third Party Licence which are

necessary in order to accommodate any differences between the business models of

Hyperfeed and the Third Party Licensee.

15.15. Within [..] business days of the Third Party Licence taking effect, Reuters shall be

obliged to deliver to the Third Party Licensee from Escrow as set forth in paragraph 16

the Software that had been supplied by Reuters to Hyperfeed in accordance with the

Licence.

16. Reuters shall establish and pay the expenses of Escrow, and shall be required to deposit

into Escrow as soon as reasonably practicable after the date of the Licence, the Software

that had been supplied by Reuters to Hyperfeed pursuant to the Licence. The Escrow will

expire if no Licence Tranfer Event or valid termination of the Licence occurs within [..]

months of the Delivery Date, and Reuters will receive back its deposited materials.

17.

SECTION D. MONITORING TRUSTEE

Appointment Procedure

17.17. Reuters shall appoint a Monitoring Trustee to carry out the functions specified in the

Commitments for the Monitoring Trustee.

18.18. The Monitoring Trustee shall be independent of Reuters, Telerate and Hyperfeed, possess

the necessary qualifications to carry out its mandate, for example as an investment bank

or consultant or auditor, and shall neither have nor become exposed to a conflict of

interest. The Monitoring Trustee shall be remunerated by the Parties in a way that does

not impede the independent and effective fulfilment of its mandate.

Proposal by Reuters

19.19. No later than [Ö] after the Decision Date, Reuters shall submit a list of one or more

persons whom Reuters proposes to appoint as the Monitoring Trustee to the Commission

for approval. The proposal shall contain sufficient information for the Commission to

verify that the proposed Monitoring Trustee fulfils the requirements set out in paragraph

18 and shall include the full terms of the proposed mandate, which shall include all

provisions necessary to enable the Monitoring Trustee to fulfil its duties under these

Commitments.

Approval or rejection by the Commission

20.20. The Commission shall have the discretion to approve or reject the proposed Monitoring

Trustee and to approve the proposed mandate subject to any modifications it deems

necessary for the Monitoring Trustee to fulfil its obligations. If only one name is

approved, Reuters shall appoint or cause to be appointed, the individual or institution

concerned as Monitoring Trustee, in accordance with the mandate approved by the

Commission. If more than one name is approved, Reuters shall be free to choose the

Monitoring Trustee to be appointed from among the names approved. The Monitoring

Trustee shall be appointed within [Ö] of the Commissionís approval.

New proposal by Reuters

21.21. If all the proposed Monitoring Trustees are rejected, Reuters shall submit the names of at

least two more individuals or institutions within one week of being informed of the

rejection, in accordance with the requirements set out in paragraphs 17 to 19.

Monitoring Trustee nominated by the Commission

22.22. If all further proposed Monitoring Trustees are rejected by the Commission, the

Commission shall nominate a Monitoring Trustee, whom Reuters shall appoint, or cause

to be appointed, in accordance with a trustee mandate approved by the Commission.

Functions of the Monitoring Trustee

23.23. The Monitoring Trustee shall assume its specified duties in order to ensure compliance

with the Commitments. The Commission may, on its own initiative or at the request of

the Monitoring Trustee or Reuters, give any orders or instructions to the Monitoring

Trustee in order to ensure compliance with the conditions and obligations attached to the

Decision.

Duties and obligations of the Monitoring Trustee

24. The Monitoring Trustee shall:

(a) monitor the operation of the Licence;

(b) provide to the Commission, sending Reuters and Hyperfeed a non-

confidential copy at the same time, a written report within a reasonable

period after the end of every completed [Ö] month period after the

Delivery Date, which report shall cover the operation of the Licence

(including the initiation and outcome of any arbitration proceedings) and

the state of play of any Licence Transfer Event;

(c) submit to the Commission, sending Reuters and Hyperfeed a non-

confidential copy at the same time, a reasoned opinion on an ad hoc basis

as and when the Monitoring Trustee considers that a Licence Transfer

Event has occurred or is imminent;

(d) after a Licence Transfer Event or a valid termination of the Licence, invite

submissions from any viable third party who is independent of the Parties

and shows a legitimate interest in becoming a Third Party Licensee,

possessing the financial resources, proven expertise and incentive

necessary to exploit a third Party Licence, and submit a reasoned opinion

to the Commission, sending Reuters a non-confidential copy at the same

time, as to the suitability of any prospective Third Party Licensees; and

(e) assume any other functions assigned to the Monitoring Trustee under the

conditions and obligations attached to the Decision.

Duties and obligations of the Parties

25.25. Reuters shall provide and shall cause its advisors to provide the Monitoring Trustee with

all such cooperation, assistance and information as the Monitoring Trustee may

reasonably require in order to fulfil its duties under the Commitments.

26. For the purpose of enabling the Monitoring Trustee to fulfil its duties under the

Commitments, the Monitoring Trustee shall be expected to seek and obtain access to the

books, records and documents kept by Hyperfeed, the management or other personnel of

Hyperfeed, and any facilities, sites, technical information of Hyperfeed, and upon request

Hyperfeed shall provide the Monitoring Trustee with copies of any document.

27. Reuters shall indemnify the Monitoring Trustee and its employees and agents (each an

ìIndemnified Partyî) and hold each Indemnified Party harmless against, and hereby

agrees that an Indemnified Party shall have no liability to Reuters for any liabilities

arising out of the performance of the Monitoring Trusteeís duties under the

Commitments, except to the extent that such liabilities result from the wilful default,

recklessness, gross negligence or bad faith of the Monitoring Trustee, its employees,

agents or advisors.

28. At the expense of Reuters, the Monitoring Trustee may appoint advisors (in particular for

corporate finance or legal advice), subject to Reuters approval (this approval not to be

unreasonably withheld or delayed) if the Monitoring Trustee considers the appointment

of such advisors necessary or appropriate for the performance of its duties and

obligations under the mandate, provided that any fees and other expenses incurred by the

Monitoring Trustee are reasonable. Should Reuters refuse to approve the advisors

proposed by the Monitoring Trustee, the Commission may approve the appointment of

such advisors instead, after having heard Reuters. Only the Monitoring Trustee shall be

entitled to issue instructions to the advisors.

Replacement, discharge and reappointment of the Monitoring Trustee

29.29. If the Monitoring Trustee ceases to perform its functions under the Commitments or for

any other good cause, including the exposure of the Monitoring Trustee to a conflict of

interest:

(a) the Commission may, after hearing the Monitoring Trustee, require Reuters

to replace the Monitoring Trustee; or

(b) Reuters, with the prior approval of the Commission, may replace the

Monitoring Trustee.

30. If the Monitoring Trustee is removed according to paragraph 29, the Monitoring Trustee

may be required to continue in its function until a new Monitoring Trustee is in place to

whom the Monitoring Trustee has effected a full hand over of all relevant information.

The new Monitoring Trustee shall be appointed in accordance with the procedure referred

to in paragraphs 17 to 21.

31. Besides the removal pursuant to paragraph 29, the Monitoring Trustee shall cease to act

as Monitoring Trustee and the Commitments shall cease to have effect on the earliest of

the following events:

(a) the expiry of a [Ö] period after the Delivery Date (or such reasonably

longer period as may be required to arrange and execute a Third Party

Licence pursuant to paragraphs 5 or 11 or for the issuance of the

Monitoring Trustee's final report pursuant to paragraph 24(b));

(b) the granting of a Third Party Licence to a Third Party Licensee; or

(c) the Commission discharging the Monitoring Trustee from its duties after

all the Commitments with which the Monitoring Trustee has been

entrusted have been implemented.

20

SECTION E. REVIEW CLAUSE

32.32. The Commission may, where appropriate, in response to a request from Reuters showing

(a) grant an extension of the time periods foreseen in the Commitments, or

(b) waive, modify or substitute, in exceptional circumstances, one or more of the undertakings in these Commitments in which case such request shall be accompanied by a report from the Monitoring Trustee.

33.33. Where Reuters seeks an extension of a time period, it shall submit a request to the

Commission no later than [Ö] before the expiry of that period, showing good

cause. Only in exceptional circumstances shall Reuters be entitled to request an

extension within the last month of any period.

21

HYPERFEED TECHNOLOGIES, INC.,

MONEYLINE TELERATE, and

REUTERS LIMITED

TRADING ROOM SYSTEM SOFTWARE AND DESKTOP LICENSE AGREEMENT

ACCEPTED:

ACCEPTED:

BY:

____________________ BY: __________________________

NAME : ____________________ NAME : __________________________

TITLE : ____________________ TITLE : __________________________

DATE : ____________________ DATE : __________________________

ACCEPTED:

BY:

____________________

NAME : ____________________

TITLE : ____________________

DATE : ____________________

22

THIS TRADING ROOM SYSTEM SOFTWARE LICENSE AGREEMENT (this ìAgreementî) is entered into on

May [Date], 2005, by and between Moneyline Telerate, a Delaware corporation (ìLicensorî), Reuters Limited, a

corporation organized under the laws of England and Wales (ìReutersî) 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:

Client API. Each file within a Feedhandler must contain at least one string with the reference ìHyperfeedî in it and any executable file of each Feedhandler must include a ìcommandìAcquisition Agreementî shall have the meaning set forth in lineî switch option to obtain the version information whichSection 15.8.

states that ìHyperfeedî is the licensor.

1. DEFINITIONS

ìActive8 Softwareî means the source code of version 2.11 of

ìLicensee Desktopî means the object or executable codethe Telerate Active8 software excluding any remote update

form of the Active8 Software and any Derivative Worksfacility and modified to work only with the TRS Software and

Licensee creates pursuant to Section 4.3 of this Agreementto remove all references to the term ìActive8î or any other

Licensor trademark or any term similarly confusing thereto.

ìLicensee Platformî means the object or executable code

form of the TRS Software and any Derivative Works LicenseeìAdditional Servicesî shall have the meaning set forth in

creates pursuant to this Agreement.section 6.4.

ìManaged Deploymentî means a Licensee Platform that isìAgreement" shall have the meaning set forth in the

hosted and/or managed by Licensee for Licenseeís customerpreamble to this agreement.

on a one to one basis..

ìClient APIî means any sub-component of the TRS Software

ìReference Platformî means Sun Microsystems SPARCwhich

has been made generally available by Licensor to

customers of the system for the purpose of buildinghardware running the Solaris 2.6 operating system.

ìScheduleî means any schedule attached to this Agreement.

ìShared Deploymentî means a Licensee Platform that is

ìCustomer Deploymentî means a Licensee Platform that ishosted and/or managed by Licensee for multiple Licensee

customers.

ìSiteî means the site, set out in Schedule A, where Licensor

ìDamagesî means any losses, damages, fees, costs (including

reasonable attorneyís fees) or liabilities as further set forth

herein.

ìSoftwareî means the TRS Software, Active8 Software and

the Licensee Desktop as of the date of delivery to Licensee

ìDelivery Dateî means the date on which the TRS Software

has been delivered to the Site, such date not to occur before ìSublicenseeî means any third party who receives a limited

non-transferable license to the Licensee Platform or Licensee

Desktop.

ìDerivative Worksî shall have the meaning set forth in 17

USC Section 101.

ìTelerate Active8î means the object code of the Telerate

Active8 software.

ìDocumentationî means, as the context requires, the pre-

existing user, and system documentation for the Software ìTerritoryî shall have the meaning set forth in Section 4.6.

ìTransactionî means the transaction contemplated by the

ìEffective Dateî has the meaning set forth in Section 15.10.Acquisition Agreement.

ìFeeî shall have the meaning set forth in Section 5.1.

ìTRS Employeesî shall have the meaning set forth in Section

14.1.

ìFeedhandlerî means an application sub-component of the

Licensee Platform external to the infrastructure components ìTRS Softwareî means the source and object code forms of

the computer programs set out in Schedule A.

23

be granted in connection with a license to the Licensee

Platform and only for use to connect to the Licensee Platform.

2. TERM

2.1. All licenses granted by Licensor under this Agreement

shall be for the term stated, subject to earlier termination in

4.5 Licensee shall require each Sublicensee to enter an

agreement that protects Licensorís rights in substantially the

same manner set forth in this Agreement.

3. DELIVERY

4.6 The ìTerritoryî 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 ìTerritoryî shall include such corresponding

region. [..]

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

the Delivery Date.

3.2. Licensee agrees to prepare, at Licenseeís 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.

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. 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,

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.

5. FEES

5.1.5.1. Licensee agrees to pay to Licensor a fee for the

licenses set forth herein and support and maintenance (the

ìFeeî) as set forth on Schedule D.

24

5.2.5.2 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.

Licenseeís share of this cost shall not exceed $[..]. Licensor

shall provide Licensee with necessary documentation to

evidence the costs incurred in such actions.

5.3. [..]

5.4. [..]

5.5. [..]

5.6. [..]

6. SUPPORT AND MAINTENANCE

7. PROPRIETARY RIGHTS, TITLE AND DERIVATIVE WORKS

7.1. Licensee acknowledges and agrees that the copyright, patent, trade secret, trademark and all other intellectual property rights of whatever nature in the Software, and Documentation are and will remain the property of Licensor, and nothing in this Agreement should be construed as transferring any aspects of such rights to Licensee or any third party, other than specifically set forth herein.

7.2. Title in the Software and Documentation will remain with Licensor at all times. Licensee will not allow the Software or Documentation to become the subject of any lien, encumbrance or mortgage.

6.2. [..]

7.3 Notwithstanding anything to the foregoing, Licensee shall retain all rights in and to the material it contributes to any Derivative Works created pursuant to this Agreement, and Licensor shall have no rights thereto.

6.4 For a period of two years after Licensorís 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 in order to provide the proposed Additional Service. If the parties agree, they shall create a schedule for each Additional Service setting forth a description of such Additional Service, the time period during which such Additional Service will be provided, the reasonable charge, if any, for such Additional Service and any other terms applicable thereto. Licensorís decision whether to provide any Additional Service under this Section 6.4 shall be made in its sole discretion; nothing in this Agreement shall be construed to obligate Licensor to provide any Additional Service under this Section 6.4.

8. WARRANTY

8.1. Licensor warrants to Licensee that: (a) Licensor has the right to perform its obligations set forth under this Agreement and in particular to grant the licenses hereunder; (b) Licensor is the sole and exclusive owner of all right, title and interest in and to, or has valid and continuing rights to use, sell, license or transfer, as the case may be, the Software free and clear of all encumbrances or obligations to others; and (c) the use, practice or other commercial exploitation of the Software does not infringe or violate any patent, copyright or trade secret.

8.2 Licensor represents and warrants that Tables 1 and 2 of Schedule A is a complete list of the components of the standard software platform marketed by Licensor as the Telerate Trading Room System as it is provided to customers by Telerate as of the Effective Date.

6.5. Under no circumstances is Licensor responsible for support of any Derivative Works created from the Software.

8.3. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY LICENSOR. LICENSOR EXPRESSLY EXCLUDES ALL OTHER WARRANTIES EXPRESS OR IMPLIED INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE SYSTEM WILL MEET LICENSEEíS REQUIREMENTS OR THAT THE OPERATION OF THE SYSTEM WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS OR DEFECTS IN THE SYSTEM CAN BE CORRECTED. THE SYSTEM IS PROVIDED "AS IS" AND "WITH ALL FAULTS."

25

WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE SYSTEM WILL MEET LICENSEEíS REQUIREMENTS OR THAT THE OPERATION OF THE SYSTEM WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS OR DEFECTS IN THE SYSTEM CAN BE CORRECTED. THE SYSTEM IS PROVIDED "AS IS" AND "WITH ALL FAULTS."

13.1. The licenses hereunder will remain in effect for the Term unless terminated in accordance with Section 13.2 or 13.3.

13.2. Licensor may terminate this Agreement upon written notice to Licensee only if an Arbitration Tribunal (constituted pursuant to Section 15.4) holds or declares that the Licensee has: (a) committed a material breach of this Agreement which is incapable of remedy,; or (b) committed any other material breach of this Agreement which is capable of remedy, which breach remained uncured for at least 30 days after notice was given of the breach.

9. LICENSEEíS RESPONSIBILITIES

9.1. [..]

13.3. Upon termination of this Agreement, Licensee shall cease using the Software and promptly (and in any event within one month) return or destroy at Licensorís direction all copies of the Software and Documentation, and return sufficient evidence of such to Licensor. Licensee shall delete all copies of Software residing in memory on any computer. Licensee shall, within one month from the effective date of the termination, certify in writing by an officer or director that all copies of the Software and Documentation have been returned, deleted or destroyed as directed by Licensor. If Licensee fails to do so Licensor shall be entitled to repossess and remove any Software and Documentation from Licensee and any Sublicensee.

10.1 Licensee hereby indemnifies and agrees to defend and hold harmless Licensor and its affiliates, officers, employees and directors, or any third party provider of equipment, software, information or services for Licensor from and against any and all Damages, demands, claims, actions, proceedings, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys' fees and the costs of any investigation) directly or indirectly arising from (a) use of or reliance on the Software, Documentation or any Derivative Works supplied by or created by Licensee under this Agreement, (b) any breach of or default under the terms or conditions of this Agreement by Licensee, (c) the use or possession, by Licensee or any third parties via Licensee of any part of the Software, Documentation or any Derivative Works supplied by or created by Licensee under this Agreement, (d) any negligence, gross negligence or willful misconduct by or on behalf of Licensee or its employees or agents.

14. EMPLOYEES

14.1. If prior to six months after the Effective Date, Licensee takes any of the actions specified under ìLoss of Supportî on Schedule E, Licensee will notify Licensor thereof and Licensorís obligations under 6.1 will immediately terminate. If, prior to 12 months after the Effective Date, Licensee takes any of the actions specified under ìSupport Obligationsî on Schedule E, Licensee will notify Licensor thereof and thereafter Licensor will have the right to request on one monthís notice, and Licensee shall be required to provide, reasonable support for the TRS Software to Licensor at commercially reasonable rates and terms for up to 7 months after Licenseeís having taken any such actions.

9.2. [..]

10. INDEMNITY

15. GENERAL

10.3 [..]

15.1. This Agreement sets out the entire understanding between the parties relating to Licenseeís purchase and use of the license to the Software and replaces all prior proposals, understandings and other agreements, oral and written between the parties relating to the subject matter of this Agreement.

12. LIMITATION OF LIABILITY

15.2. If any part of this Agreement that is not fundamental is found to be illegal or unenforceable, this shall not affect the validity or enforceability of the remainder of this Agreement.

15.3. This Agreement shall be binding upon the parties and their permitted successors and assigns. Licensee may assign all of the rights and obligations hereunder in their entirety, in connection with a transfer of the business using the Licenses granted hereunder. Any attempted assignment in violation of this Section 15.3 is void.

13. TERMINATION

26

15.4. This Agreement shall be deemed to have been executed in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York. Any dispute arising out of or in connection with this Agreement shall be finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce (the "ICC"). The arbitrator or arbitrators (ìArbitration Tribunalî) shall be chosen in accordance with the ICC rules. The arbitration proceedings shall take place in New York City, Borough of Manhattan. The language of all arbitration proceedings shall be English. The findings of the arbitrator(s) shall be final and binding on the parties. Judgment on the award of the arbitrator(s) may be entered in any court of competent jurisdiction.

15.5. Notices

(a) Any notice to be given under this Agreement may be delivered by hand delivery, registered mail (or the equivalent in the country where the notice is delivered) or facsimile to the following:

For Licensor:

With a copy to:

For Licensee: [..]

With a copy to: [..]

For Reuters: [..]

15.10 The obligations of the parties under this Agreement shall become effective only upon the date (the "Effective Date") of the Closing under and as defined in the Stock and Asset Purchase Agreement dated as of December 20, 2004 by and among Reuters Limited, Reuters S.A., Moneyline Telerate Holdings, Inc., and the subsidiaries thereof party thereto, as the same may be amended or otherwise modified from time to time (the "Acquisition Agreement") (other than Sections 14.1 and 15.9, which shall be effective immediately). In the event the Acquisition Agreement is terminated prior to the Effective Date, this Agreement shall terminate simultaneously therewith.

15.11 Notwithstanding anything in this Agreement to the contrary, Licensee agrees to be bound by, be subject to, comply with, and take all necessary action required under the terms of the Commitments Letter dated 20 May 2005 from Reuters and Moneyline Telerate Holdings, Inc. to the European Commission or any requirements of the European Commission under such Commitments Letter. Licensee agrees that it shall not assert any claim or liability against the Monitoring Trustee under and as defined in such Commitments Letter or any of its employees or agents. This Section 15.11 shall survive termination of this Agreement.

28

SCHEDULE A

TELERATE TRADING ROOM SYSTEM SOFTWARE

[..]

Site

Street

City

State/Region/County

ZIP/Post Code

Country

29

SCHEDULE B

LIMITATIONS ON PERMITTED SUBLICENSES (BY JURISDICTION)

Greece, Cyprus, Spain and Portugal, in accordance with the Distribution Agreement, dated [..], between Moneyline Telerate and [..].

Sub-Saharan Africa, in accordance with the Distribution Agreement, dated [..], between Moneyline Telerate and [..].

Belgium, Luxembourg and the Netherlands, in accordance with the Distribution Agreement, dated [..], between Moneyline Telerate (UK) Ltd. and [..].

With respect to Italy (including Vatican City and San Marino Republic, "Italy"), any distribution and sublicensing of the Licensee Platform and Licensee Desktop are subject to the following restrictions in accordance with the Distribution Agreement, dated [..], between Moneyline Telerate International and [..]

Indonesia, in accordance with the Distribution Agreement, dated as of [..], between Telerate International Inc. and [..].

Korea, in accordance with the Distribution Agreement, dated [..], between Bridge Information Systems (International) Inc. and [..].

India, Sri Lanka, Bhutan, Bangladesh and Nepal, in accordance with the Distribution Agreement, dated [..], between Moneyline Telerate International and [..].

Colombia, in accordance with the Supply and Technical Support Agreement, dated [..], between Telerate International, Inc. and [..].

Japan, in accordance with the Exclusive Distributor Agreement, dated [..], by and between Moneyline Telerate International, [..].

30

SCHEDULE C

REQUIRED THIRD PARTY LICENSES

3rd Party Software

Xmeter GUI

Perl

Gtar

Gnumake

Rcs

FreeType library

GD library

PNG library

Apache Xerces library

Java JRE from SUN

Firebird Database

Application Server Tomcat

RFunc library

XSQL Servlet

JRA/JDBC Driver

VBA Run-Time package from Microsoft

31

SCHEDULE D

FEES

[..]

32

SCHEDULE E

LOSS OF SUPPORT:

Licensee (together with its affiliates) hires:

□ any of the employees listed in section (1) below and marked with an asterisk, or

□ more than 50% of the employees listed in either section (1) or (2) below

SUPPORT OBLIGATIONS:

Licensee (together with its affiliates) hires:

□ more than 2/3 of the employees listed in any of sections (1), (2), (3) or (4), or

□ more than 1/3 of the employees listed in any such section in any three-month period

The foregoing does not apply to, and all calculations will exclude, any employees terminated by Licensor prior to such employees being solicited or hired by Licensee .

TRS EMPLOYEES

[..]

33