**EMPLOYMENT AGREEMENT**
     This Employment Agreement (the "Agreement"), is entered into as ofDecember 1, 1999 (the "Commencement Date"), by MarketWatch.com, Inc.(the "Company") and Joan Platt (the "Executive").
     1.      Term of Employment:  The term of employment of Executive by theCompany hereunder shall commence on the Commencement Date and shallcontinue thereafter on the same terms and conditions for a period ofthree years unless earlier terminated pursuant to Sections 6 or 7(such term being hereinafter referred to as the "EmploymentPeriod").  The Employment Period shall be extended automaticallywithout further action by either party as of the third anniversaryof the Commencement Date for a period of one year, unless prior tosuch date the Company or the Executive shall notify the other inwriting of its or her intention not to renew the Agreement, in whichcase the Agreement shall terminate at the end of the original term. If the Employment Period is extended, it shall thereafter bereferred to as the Employment Period.
     2.      Title; Duties:  The Executive shall serve as Chief Financial Officerof the Company reporting to the Chief Executive Officer of theCompany.  Executive shall perform those duties and responsibilitiesinherent in such position including such duties and responsibilitiesas the Chief Executive Officer shall assign.  The Executive agreesto devote her full time and best efforts, attention and energies tothe business and interests of the Company.  Executive shall servethe Company faithfully and to the best of her ability in suchcapacities, devoting her full business time, attention, knowledge,energy and skills to such employment; provided, however, the Companyacknowledges that Executive may serve on the board of directors ofother companies with the prior approval of the Company's Board ofDirectors (the "Board").  Executive shall travel as reasonablyrequired in connection with the performance of her duties hereunder.
     3.      Compensation:  The Company shall pay and Executive shall accept asfull consideration for  her services hereunder, compensationconsisting of the following:
     3.1     Base Salary.  $250,000 per year base salary during the firstyear of the term of this Agreement; $260,000 per year basesalary during the second year of the term of this Agreement;$275,000 per year base salary during the third year of theterm of this Agreement; and at least $275,000 per year basesalary (subject to increase by the Board) during successiveyears of the term of this Agreement if the Employment Periodis extended past the original three-year term pursuant toSection 1 hereof.  "Base Salary" shall mean the base salaryprovided for in this Section 3.1.  Base Salary is payable ininstallments in accordance with the Company's normal payrollpractices, less such deductions or withholdings as arerequired by law.
     3.2     Bonus.  Annual target bonus at the rate and in accordance withthe specifications on Exhibit A attached hereto.
     3.3     Equity Option.  Executive received a grant of an option topurchase 150,000 shares of Common Stock of the Company (the"Option").
     4.      Benefits:  Subject to all applicable eligibility requirements, andlegal limitations, Executive will be able to participate in any andall 401(k), vacation, medical, dental, life and long-term disabilityinsurance and/or other benefit plans which from time to time may beestablished for other employees of the Company.
     5.      Reimbursement of Expenses:  The Company will reimburse Executive forall reasonable travel, entertainment and other expenses incurred orpaid by the Executive in connection with, or related to, theperformance of her duties, responsibilities or services under thisAgreement subject to review by the Board or its compensationcommittee, if applicable.
     6.      Benefit Upon Termination of Employment Period.
     6.1     Disability.  In the event of the permanent disability (ashereinafter defined) of Executive during the EmploymentPeriod, the Company shall have the right, upon written noticeto Executive, to terminate Executive's employment hereunder,effective upon the 30th calendar day following the giving ofsuch notice (or such later day as shall be specified in suchnotice).  Upon the effectiveness of such termination, (i) theCompany shall have no further obligations hereunder, except topay and provide, subject to applicable withholding, (A) allamounts of Base Salary accrued, but unpaid, at the effectivedate of termination, (B) Executive's target bonus, and (C) allreasonable unreimbursed business-related expenses,(ii) Executive's Option shall immediately vest and becomeexercisable to the extent of one additional year of vestingand shall remain exercisable for the periods specified in theOption and (iii) Executive shall have no further obligationshereunder other than those provided for in Sections 9 and 10hereof.  All amounts payable to Executive pursuant to thisSection 6.1 shall be payable within 30 days following theeffectiveness of the termination of Executive's employment.For purposes of this Agreement, "permanent disability" shallbe defined as any physical or mental disability or incapacitywhich renders Executive incapable in any material respect ofperforming the services required of him in accordance with herobligations under Section 2 for a period of 180 consecutivedays, or for 180 days in any 360 day period.
     6.2     Death.  In the event of the death of Executive during theEmployment Period, this Agreement shall automaticallyterminate and the Company shall have no further obligationshereunder, except to pay and provide to Executive'sbeneficiary or other legal representative, subject toapplicable withholding, (i) all amounts of Base Salary andbonus accrued but unpaid, at the date of death, and (ii) allreasonable unreimbursed business-related expenses.  Allamounts 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 the termination ofExecutive's employment by the Company without Cause (asdefined below) or upon the Executive's voluntary terminationof her employment for Good Reason (as defined below), (i) allamounts of Base Salary and bonus accrued but unpaid on thedate of termination shall be paid by the Company within 30days following the date of termination, (ii) an amount equalto Executive's Base Salary on the date of termination for aperiod of twelve months shall be paid by the Company in twelveequal installments, and (iii) the Option shall immediatelyvest and become exercisable in full and shall remainexercisable for the periods specified in the Option.
     6.4     Circumstances Under Which Termination Benefits Would Not BePaid.  The Company shall only be obligated to pay the amountsof Base Salary and bonus accrued but unpaid on the date oftermination, and shall not be obligated to pay Executive thetermination benefits or continue the option vesting describedin subparagraphs 6.1 through 6.3 above if the EmploymentPeriod is terminated for Cause or if Executive voluntarilyterminates her employment other than for Good Reason (asdefined below).  For purposes of this Agreement, "Cause"shall be limited to:
     (A)     Willful failure by Executive to substantially performher duties hereunder, other than a failure resultingfrom her complete or partial incapacity due to physicalor mental illness or impairment;
     (B)     A material and willful violation of a federal or statelaw or regulation applicable to the business of thecompany or that adversely affects the image of theCompany;
     (C)     Commission of a willful act by Executive whichconstitutes gross misconduct and is injurious to theCompany; or
     (D)     A willful breach of a material provision of thisAgreement.
     6.5     Constructive Termination.  Notwithstanding anything inSection 3 or in this Section 6 to the contrary, for purposesof this Agreement the Employment Period will be deemed to havebeen terminated and Executive will be deemed to have GoodReason for voluntary termination of the Employment Period("Good Reason"), if there should occur:
     (A)     A material adverse change in Executive's positioncausing it to be of materially less stature orresponsibility without Executive's written consent;provided, that, such a materially adverse change shallnot be deemed to occur if Executive is the chieffinancial officer or a higher ranking officer of theCompany (or of a division of any acquiring companyimmediately following a Change in Control (as definedbelow));
     (B)     A material reduction, without Executive's writtenconsent, in her level of base compensation (includingbase salary and fringe benefits) by more than tenpercent (10%); or
     (C)     A relocation of Executive's principal place ofemployment outside the San Francisco Bay Area withoutExecutive's consent.
     7.      Change in Control Benefits:  Should there occur a Change in Control(as defined below), then the following provisions shall becomeapplicable:
     (A)     During the period (if any) following a Change in Control thatExecutive shall continue to remain employed, then the termsand provisions of this Agreement shall continue in full forceand effect, and the Option shall continue to vest and becomeand remain exercisable in accordance with the terms of theOption; or
     (B)     In the event of (i) a termination of the Executive'semployment by the Company or its successor other than forCause within six (6) months after a Change in Control or(ii) Executive voluntarily terminates her employment for GoodReason within six (6) months after a Change in Control:
     (i)     The Company shall pay to Executive an amount equal to(A) all amounts of bonus accrued to the date oftermination, (B) 100% of Executive's Base Salary for aperiod of one year and (C) Executive's target bonus fora period of one year, in one lump sum amount on orbefore the fifth business day following the effectivedate of Executive's termination; and
     (ii)    The unvested portion of Option held by Executive on thedate of such Change in Control shall immediately vestand become exercisable in full and the Option shallremain exercisable for the periods specified in theOption.
     For purposes of this Section 7, the term "Change in Control" shallmean:
     (x)     The sale, lease, conveyance, liquidation or otherdisposition of all or substantially all of the Company'sassets as an entirety or substantially as an entirety toany person, entity or group of persons acting in concertother than in the ordinary course of business; or
     (y)     Any transaction or series of related transactions (as aresult of a tender offer, merger, consolidation orotherwise) that results in any Person (as defined inSection 13(h)(8)(E) under the Securities Exchange Act of1934) becoming the beneficial owner (as defined in Rule13d-3 under the Securities Exchange Act of 1934),directly or indirectly, of more than 50% of theaggregate voting power of all classes of common equitysecurities of the Company, except if such Person is(A) a subsidiary of the Company, (B) an employee stockownership plan for employees of the Company, or (C) acompany formed to hold the Company's common equitysecurities and whose shareholders constituted, at thetime such company became such holding company,substantially all the equity owners or shareholders ofthe Company.
     In the event that the severance and other benefits provided toExecutive pursuant to Section 6 of this Agreement (i) constitute"parachute payments" within the meaning of Section 280G of theInternal Revenue Code of 1986, as amended (the "Code") and(ii) but for this Section 7, such severance and benefits would besubject to the excise tax imposed by Section 4999 of the Code, thenExecutive's severance benefits under this Section 7 shall be payableeither:
     (a)     in full, or
     (b)     as to such lesser amount which would result in noportion of such severance and other benefits beingsubject to excise tax under Section 4999 of the Code,whichever of the foregoing amounts, taking into accountthe applicable federal, state and local income taxes andthe excise tax imposed by Section 4999, results in thereceipt by Executive on an after-tax basis, of thegreatest amount of severance benefits under thisAgreement.
     Unless the Company and Executive otherwise agree in writing, anydetermination required under this Section 7 shall be made in writingby independent public accountants agreed to by the Company andExecutive (the "Accountants"), whose determination shall beconclusive and binding upon Executive and the Company for allpurposes.  For purposes of making the calculations required by thisSection 7, the Accountants may make reasonable assumptions andapproximations concerning applicable taxes and may rely onreasonable, good faith interpretations concerning the application ofSections 280G and 4999 of the Code.  The Company and Executive shallfurnish to the Accountants such information and documents as theAccountants may reasonably request in order to make a determinationunder this Section 7.  The Company shall bear all costs theAccountants may reasonably incur in connection with any calculationscontemplated by this Section 7.
     8.      Dispute Resolution:  The Company and Executive agree that anydispute regarding the interpretation or enforcement of thisAgreement shall be decided by confidential, final and bindingarbitration conducted by Judicial Arbitration and Mediation Services("JAMS") under the then-existing JAMS rules, rather than bylitigation in court, trial by jury, administrative proceeding, or inany other forum.
     9.      Cooperation with the Company After Termination of the EmploymentPeriod:  Following termination of the Employment Period byExecutive, Executive shall fully cooperate with the Company in allmatters relating to the winding up of her pending work on behalf ofthe Company and the orderly transfer of any such pending work toother employees of the Company as may be designated by the Company.
     10.     Confidentiality; Return of Property; NonSolicitation:
     (A)     The Executive acknowledges that during the Employment Periodhe will receive confidential information from the Company andsubsidiaries of the Company (each a "Relevant Entity").Accordingly, the Executive agrees that during the EmploymentPeriod (as it may be extended from time to time) andthereafter for a period of two years, the Executive and heraffiliates shall not, except in the performance of herobligations to the Company hereunder or as may otherwise beapproved in advance by the Company, directly or indirectly,disclose or use (except for the direct benefit of the Company)any confidential information that he may learn or has learnedby reason of her association with any Relevant Entity.  Upontermination of this Agreement, the Executive shall promptlyreturn to the Company any and all properties, records orpapers of any Relevant Entity, that may have been in herpossession at the time of termination, whether prepared by theExecutive or others, including, but not limited to,confidential information and keys.  For purposes of thisAgreement, "confidential information" includes all data,analyses, reports, interpretations, forecasts, documents andinformation concerning a Relevant Entity and its affairs,including, without limitation with respect to clients,products, policies, procedures, methodologies, trade secretsand other intellectual property, systems, personnel,confidential reports, technical information, financialinformation, business transactions, business plans, prospectsor opportunities, (i) that the Company reasonably believes areconfidential or (ii) the disclosure of which could beinjurious to a Relevant Entity or beneficial to competitors ofa Relevant Entity, but shall exclude any information that(x) the Executive is required to disclose under any applicablelaws, regulations or directives of any government agency,tribunal or authority having jurisdiction in the matter orunder subpoena or other process of law, (y) is or becomespublicly available prior to the Executive's disclosure or useof the information in a manner violative of the secondsentence of this Section 10(a), or (z) is rightfully receivedby Executive without restriction or disclosure from a thirdparty legally entitled to possess and to disclose suchinformation without restriction (other than information thathe may learn or has learned by reason of her association withany Relevant Entity).  For purposes of this Agreement,"affiliate" means any entity that, directly or indirectly,is controlled by, or under common control with, the Executive. For purposes 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 themanagement and policies of such person, whether through theownership of voting stock, by contract or otherwise.
     (B)     For a period of one (1) year following the termination ofExecutive's employment with the Company for any reason, hewill not, without the Company' express written consent, eitheron her own behalf or on behalf of another, solicit employeesof the Company or any subsidiary of the Company for thepurpose of hiring them.  General employment advertising shallnot be deemed to be a solicitation.
     11.     General:
     11.1    Indemnification.  In the event Executive is made, orthreatened to be made, a party to any legal action orproceeding, whether civil or criminal, by reason of the factthat Executive is or was a director or officer of the Companyor serves or served any other corporation fifty percent (50%)or more owned or controlled by the Company in any capacity atthe Company' request, Executive shall be indemnified by theCompany, and the Company shall pay Executive's relatedexpenses when and as incurred, all to the fullest extentpermitted by law.
     11.2    Waiver.  Neither party shall, by mere lapse of time, withoutgiving notice or taking other action hereunder, be deemed tohave waived any breach by the other party of any of theprovisions of this Agreement.  Further, the waiver by eitherparty of a particular breach of this Agreement by the othershall neither be construed as, nor constitute a, continuingwaiver of such breach or of other breaches by the same or anyother provision of this Agreement.
     11.3    Severability.  If for any reason a court of competentjurisdiction or arbitrator finds any provision of thisAgreement to be unenforceable, the provision shall be deemedamended as necessary to conform to applicable laws orregulations, or if it cannot be so amended without materiallyaltering the intention of the parties, the remainder of theAgreement shall continue in full force and effect as if theoffending provision were not contained herein.
     11.4    Notices.  All notices and other communications required orpermitted to be given under this Agreement shall be in writingand shall be considered effective upon personal service orupon transmission of a facsimile or the deposit with FederalExpress or in Express Mail and addressed to the Chairman ofthe Board of the Company at its principal corporate address,and to Executive at her most recent address shown on theCompany's corporate records, or at any other address which hemay specify in any appropriate notice to the Company.
     11.5    Counterparts.  This Agreement may be executed in any number ofcounterparts, each of which shall be deemed an original andall of which taken together constitutes one and the sameinstrument and in making proof hereof it shall not benecessary to produce or account for more than one suchcounterpart.
     11.6    Entire Agreement.  The parties hereto acknowledge that eachhas read this Agreement, understands it, and agrees to bebound by its terms.  The parties further agree that thisAgreement shall constitute the complete and exclusivestatement of the agreement between the parties and supersedesall proposals (oral or written), understandings,representations, conditions, covenants, and all othercommunications between the parties relating to the subjectmatter hereof.
     11.7    Governing Law.  This Agreement shall be governed by the law ofthe State of California.
     11.8    Assignment and Successors.  The rights and obligations of theCompany under this Agreement shall inure to the benefit andshall be binding upon the successors and assigns of theCompany.
     IN WITNESS WHEREOF, the parties have executed this Agreement as ofthe date first above written.
                                                 MARKETWATCH.COM, INC.
 By:                                                 /s/ LARRY S. KRAMER                                                        Larry S. Kramer *Chief Executive Officer*
                                                 EXECUTIVE
 By:                                                /s/ JOAN PLATT  Joan Platt
**Exhibit A**
**TARGET BONUS AND SPECIFICATIONS**
Annual Target Bonus Rate:  fifty percent (50%) of the then-applicable basesalary actually paid in a given year.  For example, if the base salaryactually paid in the second year of the term of this Agreement is$250,000, the maximum target bonus would be $125,000 ($250,000 multipliedby 50%) for that year.
Specifications:  two components.
     Discretionary Component:  Board may decide when, and if to grantthis component.  This component shall be 25% of the then-applicablebase salary actually paid in a given year.
     Achievement of Financial Objectives Component:  Target Bonus, in theamount payable shown below, is payable upon the Company'sachievement of the financial objectives set forth below:            % of Base Salary            Actually Paid for            Such Year Payable           Upon Achievement of               Financial               Objectives                                 Financial Objectives           -------------------               -------------------------------------------   1st Year       25%                         To be determined annually by the  Board   2nd Year       25%                         To be determined annually by the  Board   3rd Year       25%                         To be determined annually by the  Board