Exhibit 10.15

EMPLOYMENT AGREEMENT

This Employment Agreement (the"Agreement"), is entered into as of January 1, 2002 (the"Commencement Date"), by MarketWatch.com, Inc. (the"Company") and Scot McLernon (the"Executive").

Term of Employment.
  The term of employment ofExecutive by the Company hereunder shall commence on the Commencement Date andshall continue thereafter on the same terms and conditions for a period of threeyears unless earlier terminated pursuant to Sections 6 (such term beinghereinafter referred to as the "
Employment Period
").

**Title; Duties.
  The Executive shall serve asExecutive Vice President of Sales and Marketing reporting to the Executive VisePresident and General Manager Web Properties.  Executive shall perform thoseduties and responsibilities inherent in the position of Executive Vice Presidentof Sales and Marketing, including such duties and responsibilities, as theExecutive Vise President and General Manager Web Properties shall assign.Executive shall serve the Company faithfully and to the best of his ability insuch capacities, devoting his full business time, attention, knowledge, energyand skills to such employment; provided, however, the Company acknowledges thatExecutive may serve on the board of directors of other companies with the priorapproval of the President and Chief Operating Officer.  Executive shall travelas reasonably required in connection with the performance of his dutieshereunder.

**Compensation.
  The Company shall pay, andExecutive shall accept, as full consideration for his services hereundercompensation consisting of the following:

3.1	**Base Salary.**   $175,000 per year base salaryfrom January 1, 2002 to December 31, 2004.  "Base Salary" shallmean the base salary provided for in this Section 3.1.  Base Salary is payablein installments in accordance with the Company's normal payroll practices, lesssuch deductions or withholdings as are required by law.

3.2	**Bonus.**  Annual target bonus (the"Target Bonus") at the rate and in accordance with thespecifications on Exhibit A attached hereto.  

3.3	**Equity Option.**  Executive shall be eligible toreceive grants of additional options on an annual basis at the sole discretionof the Board.

Benefits.
  Subject to all applicable eligibilityrequirements and legal limitations, Executive will be able to participate in anyand all 401(k), vacation, medical, dental, life and long-term disabilityinsurance and/or other benefit plans which from time to time may be establishedfor other employees of the Company.

Reimbursement of Expenses.
  The Company willreimburse Executive for all reasonable travel, entertainment and other expensesincurred or paid by the Executive in connection with, or related to, theperformance of his duties, responsibilities or services under this Agreement,subject to review by the Board or its compensation committee, ifapplicable.

Benefit Upon Termination of EmploymentPeriod.

6.1	**Disability.**  In the event of the permanentdisability (as hereinafter defined) of Executive during the Employment Period,the Company shall have the right, upon written notice to Executive, to terminateExecutive's employment hereunder, effective upon the 30th calendarday following the giving of such notice (or such later day as shall be specifiedin such notice).  Upon the effectiveness of such termination, (i) the Companyshall have no further obligations hereunder, except to pay and provide, subjectto applicable withholding, (A) all amounts of Base Salary accrued, but unpaid,at the effective date of termination, (B) Executive's Target Bonus for the yearin which such disability occurs and (C) all reasonable unreimbursed business-related expenses,(ii) Executive's Option shall vest to the extent of oneadditional year of vesting and shall remain exercisable for the periodsspecified in the Option and (iii) Executive shall have no further obligationshereunder other than those provided for in Sections 8 and 9 hereof.  All amountspayable to Executive pursuant to this Section 6.1 shall be payable within 30days following the effectiveness of the termination of Executive's employment.For purposes of this Agreement, "permanent disability" shall bedefined as any physical or mental disability or incapacity which rendersExecutive incapable in any material respect of performing the services requiredof his in accordance with his obligations under Section 2 for a period of 180consecutive days, or for 180 days in any 360 day period.

6.2	**Death.**  In the event of the death of Executiveduring the Employment Period, this Agreement shall automatically terminate andthe Company shall have no further obligations hereunder, except to pay andprovide to Executive's beneficiary or other legal representative, subject toapplicable withholding, (i) all amounts of Base Salary and bonus accrued butunpaid at the date of death and (ii) all reasonable unreimbursed business-relatedexpenses.  All amounts payable to Executive pursuant to this Section 6.2shall be payable within 30 days following the date of death.

6.3	**Termination Without Cause.**  In the event of thetermination of Executive's employment by the Company without Cause (as definedbelow in Section 6.4) or upon the Executive's voluntary termination of hisemployment for Good Reason (as defined below in Section 6.5), (i) all amounts ofBase Salary accrued but unpaid on the date of termination shall be paid by theCompany on the date of termination,  (ii) Executive's then-applicable BaseSalary for a period of 12 months shall be paid in 12 equal monthly installmentsand (iii) the unvested portion of any outstanding options held by Executive onthe date of such termination without Cause or for Good Reason shall immediatelyvest and become exercisable in full and shall remain exercisable for the periodsspecified in each such option.

6.4	**Circumstances Under Which Termination BenefitsWould Not Be Paid.**  The Company shall be obligated to pay the amounts ofBase Salary and bonus accrued and unpaid on the date of termination, and shallnot be obligated to pay Executive the termination benefits or continue theOption vesting described in Sections 6.1 through 6.3 above, if the EmploymentPeriod is terminated for Cause or if Executive voluntarily terminates hisemployment other than for Good Reason (as defined below in Section 6.5).  Forpurposes of this Agreement, "Cause" shall be limited to:

(A)	Willful failure by Executive to substantially performhis duties hereunder, other than a failure resulting from his complete orpartial incapacity due to physical or mental illness or impairment;

(B)	A material and willful violation of a federal or statelaw or regulation applicable to the business of the Company or that adverselyaffects the image of the Company;

(C)	Commission of a willful act by Executive whichconstitutes gross misconduct and is injurious to the Company; or

(D)	A willful breach of a material provision of thisAgreement.

6.5	**Constructive Termination.**  Notwithstandinganything in this Section 6 to the contrary, for purposes of this Agreementthe Employment Period will be deemed to have been terminated and Executive willbe deemed to have Good Reason for voluntary termination of the Employment Period("Good Reason"), if there should occur:

 (A)	A relocation of Executive's principal place ofemployment outside the San Francisco Bay Area without Executive's consent.

Dispute Resolution.
  In the event of anycontroversy arising from or concerning the interpretation or application of thisAgreement or its subject matter, the parties agree that such controversy shallbe resolved exclusively through binding arbitration before a single neutralarbitrator selected jointly by the parties.  The Company shall be responsiblefor 100% of the fees and expenses of the arbitrator.  Each party shall beresponsible for 100% of its own attorneys' fees and any other costs occasionedby the arbitration, without regard to which party to the controversy prevails;provided, that the arbitrator may award attorneys' fees and costs to a partywhen so empowered by law.  The parties to the arbitration shall have all rights,remedies, and defenses available to them in a civil action for the issues incontroversy.  If, for any legal reason, a controversy arising from or concerningthe interpretation or application of this Agreement or its subject matter cannotbe arbitrated as provided in this Section 7, the parties agree that any civilaction shall be brought in the United States District Court for the NorthernDistrict of California or, only if there is no basis for federal jurisdiction,in the Superior Court of the State of California in and for the City and Countyof San Francisco.  The parties further agree that any such civil action shall betried to the court, sitting without a jury.

**Cooperation with the Company After Termination ofthe Employment Period.
  Following termination of the Employment Period byExecutive, Executive shall fully cooperate with the Company in all mattersrelating to the winding up of his pending work on behalf of the Company and theorderly transfer of any such pending work to other employees of the Company asmay be designated by the Company.

Confidentiality; Return of Property;  Non-Solicitationof Employees.

(a)	The Executive acknowledges that during theEmployment Period he will receive confidential information from the Company andsubsidiaries of the Company and the respective customers thereof (each a"Relevant Entity").  Accordingly, the Executive agrees thatduring the Employment Period (as it may be extended from time to time) andthereafter for a period of two years, the Executive and his affiliates shallnot, except in the performance of his obligations to the Company hereunder or asmay otherwise be approved in advance by the Company, directly or indirectly,disclose or use (except for the direct benefit of the Company) any confidentialinformation that he may learn or has learned by reason of his association withany Relevant Entity.  Upon termination of this Agreement, the Executive shallpromptly return to the Company any and all properties, records or papers of anyRelevant Entity, that may have been in his possession at the time oftermination, whether prepared by the Executive or others, including, but notlimited to, confidential information and keys.  For purposes of this Agreement,"confidential information" includes all data, analyses,reports, interpretations, forecasts, documents and information concerning aRelevant Entity and its affairs, including, without limitation with respect toclients, products, policies, procedures, methodologies, trade secrets and otherintellectual property, systems, personnel, confidential reports, technicalinformation, financial information, business transactions, business plans,prospects or opportunities, (i) that the Company reasonably believes areconfidential or (ii) the disclosure of which could be injurious to a RelevantEntity or beneficial to competitors of a Relevant Entity, but shall exclude anyinformation that (x) the Executive is required to disclose under any applicablelaws, regulations or directives of any government agency, tribunal or authorityhaving jurisdiction in the matter or under subpoena or other process of law, (y)is or becomes publicly available prior to the Executive's disclosure or use ofthe information in a manner violative of the second sentence of this Section 9(a), or (z) is rightfully received by Executive without restriction ordisclosure from a third party legally entitled to possess and to disclose suchinformation without restriction (other than information that he may learn or haslearned by reason of his association with any Relevant Entity).  For purposes ofthis Agreement, "affiliate" means any entity that, directly orindirectly, is controlled by, or under common control with, the Executive.  Forpurposes of this definition, the terms "controlled" and"under common control with" means the possession, direct orindirect, of the power to direct or cause the direction of the management andpolicies of such person, whether through the ownership of voting stock, bycontract or otherwise.

(b)	For a period of one year following the termination ofExecutive's employment with the Company for any reason, he will not, without theCompany' express written consent, either on his own behalf or on behalf ofanother, solicit employees of the Company or any subsidiary of the Company forthe purpose of hiring them.  General employment advertising shall not be deemedto be a solicitation.

General.

10.1	**Indemnification.**  In the event Executiveis made, or threatened to be made, a target, subject, witness or party to anycivil, criminal or administrative action, proceeding or investigation by reasonof the fact that Executive is or was a director or officer of the Company, orserves or served any other corporation fifty percent (50%) or more owned by theCompany in any capacity at the Company's request, or serves or served as adirector of any other corporation at the Company's request, or serves or servedas a fiduciary of any ERISA plan at the Company's request, Executive shall beindemnified by the Company for all amounts paid as a fine or settlement orjudgment, and the Company shall pay without any undertaking the Executive'sdefense costs when and as incurred, all to the fullest extent permitted bylaw.

10.2	**Waiver.**  Neither party shall, by mere lapse oftime, without giving notice or taking other action hereunder, be deemed to havewaived any breach by the other party of any of the provisions of this Agreement.Further, the waiver by either party of a particular breach of this Agreement bythe other shall neither be construed as nor constitute a continuing waiver ofsuch breach or of other breaches by the same or any other provision of thisAgreement.

10.3	**Severability.**  If for any reason a court ofcompetent jurisdiction or arbitrator finds any provision of this Agreement beunenforceable, the provision shall be deemed amended as necessary to conform toapplicable laws or regulations, or if it cannot be so amended without materiallyaltering the intention of the parties, the remainder of the Agreement shallcontinue in full force and effect as if the offending provision were notcontained herein.

10.4	**Notices.**  All notices and other communicationsrequired or permitted to be given under this Agreement shall be in writing andshall be considered effective upon personal service or upon transmission of afacsimile or the deposit with Federal Express or in Express Mail and addressedto the Board of Directors of the Company at its principal corporate address, andto Executive at his most recent address shown on the Company's corporaterecords, or at any other address which he may specify in any appropriate noticeto the Company.

10.5	**Counterparts.**  This Agreement may be executedin any number of counterparts, each of which shall be deemed an original and allof which taken together constitutes one and the same instrument and in makingproof hereof it shall not be necessary to produce or account for more than onesuch counterpart.

10.6	**Entire Agreement.**  The parties heretoacknowledge that each has read this Agreement, understands it, and agrees to bebound by its terms.  The parties further agree that this Agreement shallconstitute the complete and exclusive statement of the agreement between theparties and supersedes all proposals (oral or written), understandings,representations, conditions, covenants, and all other communications between theparties relating to the subject matter hereof.  

10.7	**Governing Law.**  This Agreement shall begoverned by the law of the State of California.

10.8	**Assignment and Successors.**  The Company shallhave the right to assign its rights and obligations under this Agreement to anentity which acquires substantially all of the assets of the Company, whether bymerger or otherwise.  The rights and obligations of the Company under thisAgreement shall inure to the benefit and shall be binding upon the successorsand assigns of the Company.

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IN WITNESS WHEREOF, the parties have executed this Agreementas of the date first above written.
 
Marketwatch.com, INC.

/s/KATHLEEN B. YATES	Kathleen B. Yates						President and Chief Operating Officer

EXECUTIVE

/s/ SCOT MCLERNON							Scot McLernon
**Exhibit A
**TARGET BONUS AND SPECIFICATIONS**
 
**Annual Target Bonus Rate:  Thirty Five percent (35%) of the then-applicable base salary actually paid in a given year.  

 

 
**Specifications:  two components.
**Discretionary Component:  Board may decide when, and if to grant thiscomponent.  This component shall be 17.5% of the then-applicable base salaryactually paid in a given year.
**Achievement of Financial Objectives Component:  Target Bonus, in theamount payable shown below, is payable upon the Company's achievement of thefinancial objectives set forth below:

Year of Agreement
% of Base Salary Actually Paid for Such Year Payable UponAchievement of Financial Objectives
Financial Objectives
1st Year
17.5%
To be determined annually by the Board
2nd Year
17.5%
To be determined annually by the Board
3rd Year
17.5%
To be determined annually by the Board****************