MARKETWATCH.COM, INC.

2000 EMPLOYEE STOCK PURCHASE PLAN

As Adopted July 12, 2000

	**1.  Establishment of Plan**.  MarketWatch.com, Inc. (the "***Company*") proposes togrant options for purchase of the Company's Common Stock to eligible employees of the Company and its Participating Subsidiaries (ashereinafter defined) pursuant to this Employee Stock Purchase Plan (this "***Plan*").  For purposes of this Plan,"***Parent Corporation*" and "***Subsidiary*" shall have the same meanings as "parentcorporation" and "subsidiary corporation" in Sections 424(e) and 424(f), respectively, of the Internal Revenue Code of1986, as amended (the "***Code*").  "***Participating Subsidiaries*" are Parent Corporationsor Subsidiaries that the Board of Directors of the Company (the "***Board*") designates from time to time ascorporations that shall participate in this Plan.  The Company intends this Plan to qualify as an "employee stock purchaseplan" under Section 423 of the Code (including any amendments to or replacements of such Section), and this Plan shall be soconstrued.  Any term not expressly defined in this Plan but defined for purposes of Section 423 of the Code shall have the samedefinition herein.  A total of 500,000 shares of the Company's Common Stock is reserved for issuance under this Plan.  In addition,on each January 1, the aggregate number of shares of the Company's Common Stock reserved for issuance under the Plan shall beincreased automatically by a number of shares purchased under the Plan in the preceding calendar year; provided that the Boardor the Committee may in its sole discretion reduce the amount of the increase in any particular year. Such number shall be subject toadjustments effected in accordance with Section 14 of this Plan.
	**2.  Purpose**.  The purpose of this Plan is to provide eligible employees of the Company andParticipating Subsidiaries with a convenient means of acquiring an equity interest in the Company through payroll deductions, toenhance such employees' sense of participation in the affairs of the Company and Participating Subsidiaries, and to provide anincentive for continued employment.

	**3.  Administration**.  This Plan shall be administered by the Compensation Committee of the Board (the"***Committee*").  Subject to the provisions of this Plan and the limitations of Section 423 of the Code or anysuccessor provision in the Code, all questions of interpretation or application of this Plan shall be determined by the Committee andits decisions shall be final and binding upon all participants.  Members of the Committee shall receive no compensation for theirservices in connection with the administration of this Plan, other than standard fees as established from time to time by the Boardfor services rendered by Board members serving on Board committees.  All expenses incurred in connection with the administration ofthis Plan shall be paid by the Company.****
	**4.  Eligibility**.  Any employee of the Company or the Participating Subsidiaries is eligible toparticipate in an Offering Period (as hereinafter defined) under this Plan except the following:

(a) employees who are not employed by the Company or a Participating Subsidiary prior to the beginning of suchOffering Period;

(b)  employees who are customarily employed for twenty (20) hours or less per week;

(c)  employees who are customarily employed for five (5) months or less in a calendar year;

(d)  employees who, together with any other person whose stock would be attributed to such employee pursuant toSection 424(d) of the Code, own stock or hold options to purchase stock possessing five percent (5%) or more of the total combinedvoting power or value of all classes of stock of the Company or any of its Participating Subsidiaries or who, as a result of beinggranted an option under this Plan with respect to such Offering Period, would own stock or hold options to purchase stock possessingfive percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any of itsParticipating Subsidiaries; and

(e)  individuals who provide services to the Company or any of its Participating Subsidiaries as independentcontractors who are reclassified as common law employees for any reason exceptfor federal income and employment taxpurposes.
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	5.  Offering Dates.**The offering periods of this Plan (each, an "***OfferingPeriod*") shall be of six (6)**months duration commencing on****February 15 and August 15 of each year andending on August 14 and February 14 of each year during which payroll deductions of the participants are accumulated under this Plan.The first business day of each Offering Period is referred to as the "***Offering Date*".  The last business dayof each Offering Period is referred to as the "***Purchase Date*".  The Committee shall have the power to changethe Offering Dates, the Purchase Dates and the duration of Offering Periods without stockholder approval if such change is announcedprior to the relevant Offering Period, or prior to such other time period as specified by the Committee.
	**6.  Participation in this Plan**.  Eligible employees may become participants in an Offering Period underthis Plan on the first Offering Date after satisfying the eligibility requirements by delivering a subscription agreement to theCompany's Human Resource Department (the "***Human Resource Department*") Company prior to such Offering Date, orsuch other time period as specified by the Committee.  Notwithstanding the foregoing, the Committee may set a later time for filingthe subscription agreement authorizing payroll deductions for all eligible employees with respect to a given Offering Period.  Aneligible employee who does not deliver a subscription agreement to the Human Resource Department by such date after becoming eligibleto participate in such Offering Period shall not participate in that Offering Period or any subsequent Offering Period unless suchemployee enrolls in this Plan by filing a subscription agreement with the Human Resource Department prior to such Offering Date, orsuch other time period as specified by the Committee.  Once an employee becomes a participant in an Offering Period, such employeewill automatically participate in the Offering Period commencing immediately following the last day of the prior Offering Periodunless the employee withdraws or is deemed to withdraw from this Plan or terminates further participation in the Offering Period asset forth in Section 11 below.  Such participant is not required to file any additional subscription agreement in order to continueparticipation in this Plan.  
	**7.  Grant of Option on Enrollment**.  Enrollment by an eligible employee in this Plan with respect to anOffering Period will constitute the grant (as of the Offering Date) by the Company to such employee of an option to purchase on thePurchase Date up to that number of shares of Common Stock of the Company determined by dividing (a) the amount accumulated insuch employee's payroll deduction account during such Offering Period by (b) the lower of (i) eighty-five percent (85%) ofthe fair market value of a share of the Company's Common Stock on the Offering Date (but in no event less than the par value of ashare of the Company's Common Stock), or (ii) eighty-five percent (85%) of the fair market value of a share of the Company'sCommon Stock on the Purchase Date (but in no event less than the par value of a share of the Company's Common Stock), provided,however, that the number of shares of the Company's Common Stock subject to any option granted pursuant to this Plan shall notexceed the maximum number of shares set by the Committee pursuant to Section 10(b) below with respect to the applicable PurchaseDate.  The fair market value of a share of the Company's Common Stock shall be determined as provided in Section 8 below.

	**8.  Purchase Price**.  The purchase price per share at which a share of Common Stock will be sold in anyOffering Period shall be eighty-five percent (85%) of the lesser of:

	(a)  The fair market value on the Offering Date; or

	(b)  The fair market value on the Purchase Date**.**
	For purposes of this Plan, the term "***Fair Market Value*" means, as of any date, thevalue of a share of the Company's Common Stock determined as follows:
	(a)	if such Common Stock is then quoted on the Nasdaq National Market, its closing price on the NasdaqNational Market on the date of determination;

	(b)	if such Common Stock is publicly traded and is then listed on a national securities exchange, itsclosing price on the date of determination on the principal national securities exchange on which the Common Stock is listed oradmitted to trading;

	(c)	if such Common Stock is publicly traded but is not quoted on the Nasdaq National Market nor listed oradmitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination;or

	(d)	if none of the foregoing is applicable, by the Board in good faith.
**	9.  Payment Of Purchase Price; Changes In Payroll Deductions; Issuance Of Shares.  

	(a)  The purchase price of the shares is accumulated by regular payroll deductions made during eachOffering Period.  The deductions are made as a percentage of the participant's compensation in one percent (1%) increments not lessthan one percent (1%), nor greater than fifteen percent (15%) or such lower limit set by the Committee.  Compensation shall mean allW-2 cash compensation, including, but not limited to, base salary, wages, commissions, overtime and shift premiums, provided,however, that for purposes of determining a participant's compensation, any election by such participant to reduce his or herregular cash remuneration under Sections 125 or 401(k) of the Code shall be treated as if the participant did not make such election.Payroll deductions shall commence on the first payday of the Offering Period and shall continue to the end of the Offering Periodunless sooner altered or terminated as provided in this Plan.

	(b)  A participant may increase or decrease the rate of payroll deductions during an Offering Period by filingwith the Human Resource Department a new authorization for payroll deductions, in which case the new rate shall become effective forthe next payroll period commencing after the Human Resource Department's receipt of the authorization and shall continue for theremainder of the Offering Period unless changed as described below.  Such change in the rate of payroll deductions may be made at anytime during an Offering Period, but not more than one (1) change may be made effective during any Offering Period.  A participant mayincrease or decrease the rate of payroll deductions for any subsequent Offering Period by filing with the Human Resource Department anew authorization for payroll deductions prior to the beginning of such Offering Period, or prior to such other time period asspecified by the Committee.

	(c)  A participant may reduce his or her payroll deduction percentage to zero during an Offering Period byfiling with the Human Resource Department a request for cessation of payroll deductions.  Such reduction shall be effective beginningwith the next payroll period after the Human Resource Department's receipt of the request and no further payroll deductions will bemade for the duration of the Offering Period.  Payroll deductions credited to the participant's account prior to the effective dateof the request shall be used to purchase shares of Common Stock of the Company in accordance with Section (e) below.  Aparticipant may not resume making payroll deductions during the Offering Period in which he or she reduced his or her payrolldeductions to zero.

	(d)  All payroll deductions made for a participant are credited to his or her account under this Plan and aredeposited with the general funds of the Company.  No interest accrues on the payroll deductions.  All payroll deductions received orheld by the Company may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate suchpayroll deductions.

	(e)  On each Purchase Date, so long as this Plan remains in effect and provided that the participant has notsubmitted a signed and completed withdrawal form before that date which notifies the Company that the participant wishes to withdrawfrom that Offering Period under this Plan and have all payroll deductions accumulated in the account maintained on behalf of theparticipant as of that date returned to the participant, the Company shall apply the funds then in the participant's account to thepurchase of whole shares of Common Stock reserved under the option granted to such participant with respect to the Offering Period tothe extent that such option is exercisable on the Purchase Date.  The purchase price per share shall be as specified in Section 8 ofthis Plan.  Any cash remaining in a participant's account after such purchase of shares shall be refunded to such participant incash, without interest; provided, however that any amount remaining in such participant's account on a Purchase Date which is lessthan the amount necessary to purchase a full share of Common Stock of the Company shall be carried forward, without interest, intothe next Offering Period, as the case may be.  In the event that this Plan has been oversubscribed, all funds not used to purchaseshares on the Purchase Date shall be returned to the participant, without interest.  No Common Stock shall be purchased on a PurchaseDate on behalf of any employee whose participation in this Plan has terminated prior to such Purchase Date.

	(f)  As promptly as practicable after the Purchase Date, the Company shall issue shares for the participant'sbenefit representing the shares purchased upon exercise of his or her option.

	(g)  During a participant's lifetime, his or her option to purchase shares hereunder is exercisable only byhim or her.  The participant will have no interest or voting right in shares covered by his or her option until such option has beenexercised. 
**	10.  Limitations on Shares to be Purchased.**
	(a)  No participant shall be entitled to purchase stock under this Plan at a rate which, when aggregated withhis or her rights to purchase stock under all other employee stock purchase plans of the Company or any Subsidiary, exceeds $25,000in fair market value, determined as of the Offering Date (or such other limit as may be imposed by the Code) for each calendar yearin which the employee participates in this Plan.  The Company shall automatically suspend the payroll deductions of any participantas necessary to enforce such limit provided that when the Company automatically resumes such payroll deductions, the Company mustapply the rate in effect immediately prior to such suspension.

	(b)  No participant shall be entitled to purchase more than the Maximum Share Amount (as defined below) on anysingle Purchase Date.  Prior to the commencement of any Offering Period or prior to such time period as specified by the Committee,the Committee may, in its sole discretion, set a maximum number of shares which may be purchased by any employee at any singlePurchase Date (hereinafter the "***Maximum Share Amount*").**** Until otherwise determined by the Committee,there shall be no Maximum Share Amount.  If a new Maximum Share Amount is set, then all participants must be notified of such MaximumShare Amount prior to the commencement of the next Offering Period.  The Maximum Share Amount shall continue to apply with respect toall succeeding Purchase Dates and Offering Periods unless revised by the Committee as set forth above.
	(c)  If the number of shares to be purchased on a Purchase Date by all employees participating in this Planexceeds the number of shares then available for issuance under this Plan, then the Company will make a pro rata allocation of theremaining shares in as uniform a manner as shall be reasonably practicable and as the Committee shall determine to be equitable.  Insuch event, the Company shall give written notice of such reduction of the number of shares to be purchased under a participant'soption to each participant affected. 

	(d)  Any payroll deductions accumulated in a participant's account which are not used to purchase stock due tothe limitations in this Section 10 shall be returned to the participant as soon as practicable after the end of the applicableOffering Period, without interest.
**	11.  Withdrawal.**
	(a)  Each participant may withdraw from an Offering Period under this Plan by signing and delivering tothe Human Resource Department a written notice to that effect on a form provided for such purpose.  Such withdrawal may be elected atany time prior to the end of an Offering Period, or such other time period as specified by the Committee.

	(b)  Upon withdrawal from this Plan, the accumulated payroll deductions shall be returned to the withdrawnparticipant, without interest, and his or her interest in this Plan shall terminate.  In the event a participant voluntarily electsto withdraw from this Plan, he or she may not resume his or her participation in this Plan during the same Offering Period, but he orshe may participate in any Offering Period under this Plan which commences on a date subsequent to such withdrawal by filing a newauthorization for payroll deductions in the same manner as set forth in Section 6 above for initial participation in this Plan.

	**12.  Termination of Employment.**  Termination of a participant's employment for any reason, includingretirement, death or the failure of a participant to remain an eligible employee of the Company or of a Participating Subsidiary,immediately terminates his or her participation in this Plan.  In such event, the payroll deductions credited to the participant'saccount will be returned to him or her or, in the case of his or her death, to his or her legal representative, without interest.For purposes of this Section 12, an employee will not be deemed to have terminated employment or failed to remain in the continuousemploy of the Company or of a Participating Subsidiary in the case of sick leave, military leave, or any other leave of absenceapproved by the Board; provided that such leave is for a period of not more than ninety (90) days or reemployment upon theexpiration of such leave is guaranteed by contract or statute.

	**13.  Return of Payroll Deductions**.  In the event a participant's interest in this Plan is terminated bywithdrawal, termination of employment or otherwise, or in the event this Plan is terminated by the Board, the Company shall deliverto the participant all payroll deductions credited to such participant's account.  No interest shall accrue on the payroll deductionsof a participant in this Plan.

	**14.  Capital Changes**.  Subject to any required action by the stockholders of the Company, the number ofshares of Common Stock covered by each option under this Plan which has not yet been exercised and the number of shares of CommonStock which have been authorized for issuance under this Plan but have not yet been placed under option (collectively, the"***Reserves*"), as well as the price per share of Common Stock covered by each option under this Plan which hasnot yet been exercised, shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding sharesof Common Stock of the Company resulting from a stock split or the payment of a stock dividend (but only on the Common Stock) or anyother increase or decrease in the number of issued and outstanding shares of Common Stock effected without receipt of anyconsideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not bedeemed to have been "effected without receipt of consideration".  Such adjustment shall be made by the Committee**,**whose determination shall be final, binding and conclusive.  Except as expressly provided herein, no issue by the Company of sharesof stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereofshall be made with respect to, the number or price of shares of Common Stock subject to an option.
	In the event of the proposed dissolution or liquidation of the Company, the Offering Period will terminateimmediately prior to the consummation of such proposed action, unless otherwise provided by the Committee.  The Committee may, in theexercise of its sole discretion in such instances, declare that this Plan shall terminate as of a date fixed by the Committee andgive each participant the right to purchase shares under this Plan prior to such termination.  In the event of (i) a merger orconsolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-ownedsubsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantialchange in the stockholders of the Company or their relative stock holdings and the options under this Plan are assumed, converted orreplaced by the successor corporation, which assumption will be binding on all participants), (ii) a merger in which the Companyis the surviving corporation but after which the stockholders of the Company immediately prior to such merger (other than anystockholder that merges, or which owns or controls another corporation that merges, with the Company in such merger) cease to owntheir shares or other equity interest in the Company, (iii) the sale of all or substantially all of the assets of the Company or(iv) the acquisition, sale, or transfer of more than 50% of the outstanding shares of the Company by tender offer or similartransaction, the Plan will continue with regard to Offering Periods that commenced prior to the closing of the proposed transactionand shares will be purchased based on the Fair Market Value of the surviving corporation's stock on each Purchase Date, unlessotherwise provided by the Committee consistent with pooling of interests accounting treatment.

	The Committee may, if it so determines in the exercise of its sole discretion, also make provision foradjusting the Reserves, as well as the price per share of Common Stock covered by each outstanding option, in the event that theCompany effects one or more reorganizations, recapitalizations, rights offerings or other increases or reductions of shares of itsoutstanding Common Stock, or in the event of the Company being consolidated with or merged into any other corporation.

	**15.  Nonassignability**.  Neither payroll deductions credited to a participant's account nor any rightswith regard to the exercise of an option or to receive shares under this Plan may be assigned, transferred, pledged or otherwisedisposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 22 below) by theparticipant.  Any such attempt at assignment, transfer, pledge or other disposition shall be void and without effect.

	**16.  Reports**.  Individual accounts will be maintained for each participant in this Plan.  Eachparticipant shall receive promptly after the end of each Offering Period a report of his or her account setting forth the totalpayroll deductions accumulated, the number of shares purchased, the per share price thereof and the remaining cash balance, if any,carried forward to the next Offering Period, as the case may be.

	**17.  Notice of Disposition**.  Each participant shall notify the Company in writing if the participantdisposes of any of the shares purchased in any Offering Period pursuant to this Plan if such disposition occurs within two (2) yearsfrom the Offering Date or within one (1) year from the Purchase Date on which such shares were purchased (the"***Notice Period*").  The Company may, at any time during the Notice Period, place a legend or legends onany certificate representing shares acquired pursuant to this Plan requesting the Company's transfer agent to notify the Company ofany transfer of the shares.  The obligation of the participant to provide such notice shall continue notwithstanding the placement ofany such legend on the certificates.
	**18.  No Rights to Continued Employment**.  Neither this Plan nor the grant of any option hereunder shallconfer any right on any employee to remain in the employ of the Company or any Participating Subsidiary, or restrict the right of theCompany or any Participating Subsidiary to terminate such employee's employment.

	**19.  Equal Rights And Privileges**.  All eligible employees shall have equal rights and privileges withrespect to this Plan so that this Plan qualifies as an "employee stock purchase plan" within the meaning of Section 423 orany successor provision of the Code and the related regulations.  Any provision of this Plan which is inconsistent with Section 423or any successor provision of the Code shall, without further act or amendment by the Company, the Committee or the Board, bereformed to comply with the requirements of Section 423.  This Section 19 shall take precedence over all other provisions inthis Plan.

	**20.  Notices**.  All notices or other communications by a participant to the Company under or inconnection with this Plan shall be deemed to have been duly given when received in the form specified by the Company at the location,or by the person, designated by the Company for the receipt thereof.

	**21. Term; Stockholder Approval.**  After this Plan is adopted by the Board, this Plan will becomeeffective on August 15, 2000.  This Plan shall be approved by the stockholders of the Company, in any manner permitted by applicablecorporate law, within twelve (12) months before or after the date this Plan is adopted by the Board.  No purchase of shares pursuantto this Plan shall occur prior to such stockholder approval.  This Plan shall continue until the earlier to occur of (a) terminationof this Plan by the Board (which termination may be effected by the Board at any time), (b) issuance of all of the shares of CommonStock reserved for issuance under this Plan, or (c) ten (10) years from the adoption of this Plan by the Board.

	**22.  Designation of Beneficiary**.

	(a)  A participant may file a written designation of a beneficiary who is to receive any shares and cash, ifany, from the participant's account under this Plan in the event of such participant's death subsequent to the end of an OfferingPeriod but prior to delivery to him of such shares and cash.  In addition, a participant may file a written designation of abeneficiary who is to receive any cash from the participant's account under this Plan in the event of such participant's death priorto a Purchase Date.

	(b)  Such designation of beneficiary may be changed by the participant at any time by written notice.  In theevent of the death of a participant and in the absence of a beneficiary validly designated under this Plan who is living at the timeof such participant's death, the Company shall deliver such shares or cash to the executor or administrator of the estate of theparticipant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in itsdiscretion, may deliver such shares or cash to the spouse or to any one or more dependents or relatives of the participant, or if nospouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

	**23.  Conditions Upon Issuance of Shares; Limitation on Sale of Shares**.  Shares shall not be issued withrespect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall complywith all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended,the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stockexchange or automated quotation system upon which the shares may then be listed, and shall be further subject to the approval ofcounsel for the Company with respect to such compliance.

	**24.  Applicable Law**.  The Plan shall be governed by the substantive laws (excluding the conflict oflaws rules) of the State of California.

	**25.  Amendment or Termination of this Plan**.  The Board may at any time amend, terminate or extend theterm of this Plan, except that any such termination cannot affect options previously granted under this Plan, nor may any amendmentmake any change in an option previously granted which would adversely affect the right of any participant, nor may any amendment bemade without approval of the stockholders of the Company obtained in accordance with Section 21 above within twelve (12) months ofthe adoption of such amendment (or earlier if required by Section 21) if such amendment would:

(a)	increase the number of shares that may be issued under this Plan; or

(b)	change the designation of the employees (or class of employees) eligible for participation in this Plan.

Notwithstanding the foregoing, the Board may make such amendments to the Plan as the Board determines to beadvisable, if the continuation of the Plan or any Offering Period would result in financial accounting treatment for the Plan that isdifferent from the financial accounting treatment in effect on the date this Plan is adopted by the Board.************************************