Employment Agreement - BigCharts Inc. and Philip D. Hotchkiss


                              EMPLOYMENT AGREEMENT


        This Employment Agreement (the 'AGREEMENT'), is made as of the Effective
Date indicated below, by and between BigCharts Inc., a Minnesota corporation
('CHARTS') and Philip D. Hotchkiss (the 'EXECUTIVE').

                                   BACKGROUND

        This Agreement is entered into in connection with an Agreement and Plan
of Reorganization (the 'REORGANIZATION AGREEMENT') dated as of April 28, 1999,
by and among MarketWatch.com, Inc., a Delaware corporation ('MARKETWATCH'), Big
Dog Acquisition Corp., a Minnesota corporation and a wholly-owned subsidiary of
MarketWatch ('SUB'), Charts and certain shareholders of Charts, pursuant to
which Sub is to merge with and into Charts, with Charts becoming a wholly-owned
subsidiary of MarketWatch (the 'MERGER'). The date on which the Merger becomes
effective will be the effective date of this Agreement (the 'EFFECTIVE DATE').

        MarketWatch and Charts desire to retain the services of Executive, and
Executive desires to be retained by MarketWatch and Charts, on the terms and
conditions set forth in this Agreement.

        NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements of the parties contained herein, MarketWatch, Charts and Executive
hereby agree as follows:

1.      TERM OF EMPLOYMENT: The term of employment of Executive by Charts
        hereunder shall commence on the Commencement Date and shall continue
        thereafter on the same terms and conditions for a period of five (5)
        years unless earlier terminated pursuant to Section 6 (such term being
        hereinafter referred to as the 'EMPLOYMENT PERIOD'). The Employment
        Period shall be extended automatically without further action by either
        party as of the third anniversary of the Commencement Date for a period
        of one (1) year, unless prior to such date Charts or the Executive shall
        notify the other in writing of its or his intention not to renew the
        Agreement, in which case the Agreement shall terminate at the end of the
        original term. If the Employment Period is extended, it shall thereafter
        be referred to as the Employment Period.

2.      TITLE; DUTIES: The Executive shall serve as the President and Chief
        Executive Officer of Charts reporting to the Chief Executive Officer of
        MarketWatch. Executive shall also be a director of MarketWatch.
        Executive shall perform those duties and responsibilities inherent in
        such position including such duties and responsibilities as the Board
        shall assign. The Executive agrees to devote his full time and best
        efforts, attention and energies to the business and interests of Charts.
        Executive shall serve Charts faithfully and to the best of his ability
        in such capacities, devoting his full business time, attention,
        knowledge, energy and skills to such employment; provided, however,
        Charts acknowledges that Executive may serve on the board of directors
        of other companies with the prior approval of the Board. Executive shall
        travel as reasonably required in connection with the performance of his
        duties hereunder.

3.      COMPENSATION: Charts shall pay and Executive shall accept as full
        consideration for his services hereunder, compensation consisting of the
        following:

        3.1    BASE SALARY. $200,000 per year base salary during the first year
               of the term of this Agreement; and increasing 5% per annum for
               every year thereafter. (subject to increase by the Board) during
               successive years of the term of this Agreement if the Employment
               Period is extended past the original five-year term pursuant to
               Section 1 hereof. 'BASE SALARY' shall mean the base salary
               provided for in this Section 3.1. Base Salary is payable in
               installments in accordance with Charts' normal payroll practices,
               less such deductions or withholdings as are required by law.

        3.2    BONUS. Annual target bonus at the rate and in accordance with the
               specifications on Exhibit A attached hereto.

4.      BENEFITS: Subject to all applicable eligibility requirements, and legal
        limitations, Executive will be able to participate in any and all
        401(k), vacation, medical, dental, life and long-term disability
        insurance and/or other benefit plans which from time to time may be
        established for other employees of MarketWatch with a similar
        compensation level, duties and responsibilities.

5.      REIMBURSEMENT OF EXPENSES: Charts will reimburse Executive for all
        reasonable travel, entertainment and other



        expenses incurred or paid by the Executive in connection with, or
        related to, the performance of his duties, responsibilities or services
        under this Agreement subject to review by the Board or its compensation
        committee, if applicable, and in a manner consistent with MarketWatch's
        policies for reimbursement of such expenses.

6.      BENEFIT UPON TERMINATION OF EMPLOYMENT PERIOD.

        6.1    DISABILITY. In the event of the permanent disability (as
               hereinafter defined) of Executive during the Employment Period,
               Charts shall have the right, upon written notice to Executive, to
               terminate Executive's employment hereunder, effective upon the
               30th calendar day following the giving of such notice (or such
               later day as shall be specified in such notice). Upon the
               effectiveness of such termination, (i) Charts shall have no
               further obligations hereunder, except to pay and provide, subject
               to applicable withholding, (A) all amounts of Base Salary
               accrued, but unpaid, at the effective date of termination, (B)
               Executive's target bonus, and (C) all reasonable unreimbursed
               business-related expenses, (ii) the shares subject to Executive's
               MarketWatch Option (as defined in the Reorganization Agreement)
               shall immediately vest and become exercisable and remain
               exercisable for the periods specified in the MarketWatch Option,
               and (iv) Executive shall then be deemed to be a Charts Employee
               Shareholder for purposes of the 'Lock Up' restrictions of Section
               2.6 of the Reorganization Agreement and the number of shares that
               are then Unlocked Shares (as defined in the Reorganization
               Agreement) shall be recomputed as if Executive had been subject
               to the provisions of Section 2.6(a)(i) of the Reorganization
               Agreement instead of Section 2.6(a)(ii) of the Reorganization
               Agreement since the Closing Date (as defined in the
               Reorganization Agreement), and (iii) Executive shall have no
               further obligations hereunder other than those provided for in
               Sections 9 and 10 hereof. All amounts payable to Executive
               pursuant to this Section 6.1 shall be payable within 30 days
               following the effectiveness of the termination of Executive's
               employment. For purposes of this Agreement, 'PERMANENT
               DISABILITY' shall be defined as any physical or mental disability
               or incapacity which renders Executive incapable in any material
               respect of performing the services required of him in accordance
               with his obligations under Section 2 for a period of 180
               consecutive days, or for 180 days in any 360 day period.

        6.2    DEATH. In the event of the death of Executive during the
               Employment Period, this Agreement shall automatically terminate
               and Charts shall have no further obligations hereunder, except to
               pay and provide to Executive's beneficiary or other legal
               representative, subject to applicable withholding, (i) all
               amounts of Base Salary and bonus accrued but unpaid, at the date
               of death, (ii) all reasonable unreimbursed business-related
               expenses, (iii) the shares subject to Executive's MarketWatch
               Option shall immediately vest and become exercisable and remain
               exercisable for the periods specified in the Option, and (iv)
               Executive shall then be deemed to be a Charts Employee
               Shareholder for purposes of the 'Lock Up' restrictions of Section
               2.6 of the Reorganization Agreement and the number of shares that
               are then Unlocked Shares shall be recomputed as if Executive had
               been subject to the provisions of Section 2.6(a)(i) of the
               Reorganization Agreement instead of Section 2.6(a)(ii) of the
               Reorganization Agreement since the Closing Date. All amounts
               payable to Executive pursuant to this Section 6.2 shall be
               payable within 30 days following the date of death.

        6.3    TERMINATION WITHOUT CAUSE. In the event of the termination of
               Executive's employment by Charts without Cause (as defined below)
               or upon the Executive's voluntary termination of his employment
               for Good Reason (as defined below), (i) all amounts of Base
               Salary and bonus accrued but unpaid on the date of termination
               shall be paid by Charts within 30 days following the date of
               termination, (ii) an amount equal to Executive's Base Salary on
               the date of termination for a period of six months shall be paid
               by Charts in six equal installments, (iii) the shares subject to
               Executive's MarketWatch Option shall immediately vest and become
               exercisable and remain exercisable for the periods specified in
               the Option, and (iv) Executive shall then be deemed to be a
               Charts Employee Shareholder for purposes of the 'Lock Up'
               restrictions of Section 2.6 of the Reorganization Agreement and
               the number of shares that are then Unlocked Shares shall be
               recomputed as if Executive had been subject to the provisions of
               Section 2.6(a)(i) of the Reorganization Agreement instead of
               Section 2.6(a)(ii) of the Reorganization Agreement since the
               Closing Date. For purposes of this Agreement, 'CAUSE' shall be
               limited to:

               (a)  Willful and repeated failure by Executive to carry out the
                    lawful instructions of the Board after being notified of
                    such failure, other than a failure resulting from his
                    complete or partial incapacity due to physical or mental
                    illness or impairment;

               (b)  Indictment or a violation of a federal or state law or
                    regulation which indictment or violation is for a crime
                    which is a felony under federal or state law, or any
                    violation of state or federal securities laws involving




                    securities of MarketWatch which would result in a civil
                    penalty being imposed by the U.S. Securities and Exchange
                    Commission or similar state securities law authority;

               (c)  An act of personal dishonesty that would result in
                    Executive's personal enrichment at the expense of
                    MarketWatch or Charts; or

               (d)  Executive's willful breach of a material provision of
                    Executive's Non-Competition Agreement after notice by the
                    Board of Directors of MarketWatch.

        6.4    CIRCUMSTANCES UNDER WHICH TERMINATION BENEFITS WOULD NOT BE PAID.
               Charts shall only be obligated to pay the amounts of Base Salary
               and bonus accrued but unpaid on the date of termination, and
               shall not be obligated to pay Executive the termination benefits
               described in subparagraphs 6.1 through 6.3 above if the
               Employment Period is terminated for Cause, or if Executive
               voluntarily terminates his employment other than for Good Reason
               (as defined below). If the Employment Period is terminated for
               Other Cause (defined below), Employee shall be entitled to the
               option vesting and lock-up adjustment in clauses (iii) and (iv)
               of Section 6.3, but shall receive no other termination benefits.
               For purposes of this Agreement, 'OTHER CAUSE' shall be limited
               to:

               (a)  Willful and deliberate failure by Executive to substantially
                    perform his duties hereunder and not cured within a
                    reasonable period after written notice from the Board, other
                    than a failure resulting from his complete or partial
                    incapacity due to physical or mental illness or impairment;

               (b)  A material and willful violation of a federal or state law
                    or regulation applicable to the business of the company
                    without the company's knowledge;

               (c)  Commission of a willful and deliberate act by Executive
                    which constitutes gross misconduct and which is materially
                    and demonstratively injurious to Charts or MarketWatch; or

               (d)  A willful and deliberate breach of a material provision of
                    this Agreement after written notice.

        6.5    CONSTRUCTIVE TERMINATION. Notwithstanding anything in Section 3
               or in this Section 6 to the contrary, for purposes of this
               Agreement the Employment Period will be deemed to have been
               terminated and Executive will be deemed to have Good Reason for
               voluntary termination of the Employment Period ('GOOD REASON'),
               if there should occur:

               (a)  Without Executive's consent, a change in Executive's
                    position and responsibilities from those immediately prior
                    to the Effective Date such that those duties and
                    responsibilities are not reasonably comparable to those held
                    prior to the Effective Date;

               (b)  a reduction in base salary;

               (c)  A relocation of Executive's principal place of employment
                    more than 50 miles from Minneapolis, Minnesota, San
                    Francisco, California or New York, New York without
                    Executive's consent; or

               (d)  Executive ceasing to serve as a member of the Board of
                    Directors of MarketWatch without his consent and such
                    cessation was not due to Executive's death or disability or
                    as a result of Executive's employment being terminated for
                    Cause.

7.      CHANGE IN CONTROL BENEFITS:

               Should there occur a Change in Control, then the following
provisions shall become applicable:

        (A) During the period (if any) following a Change in Control that
Executive shall continue to remain employed, then the terms and provisions of
this Agreement shall continue in full force and effect, and the Option shall
continue to vest and become and remain exercisable in accordance with the terms
of the Option; or

        (B) In the event of (i) a termination of the Executive's employment by
Charts or its successor or MarketWatch or its successor, as applicable, other
than for Other Cause or Cause within six (6) months after a Change in Control or
(ii) Executive voluntarily terminates his employment for Good Reason within six
(6) months after a Change in Control:



                      (i) Charts shall pay to Executive an amount equal to (A)
all amounts of bonus accrued to the date of termination, (B) 100% of Executive's
Base Salary for a period of one year, and (C) Executive's target bonus for a
period of one year, in one lump sum amount on or before the fifth business day
following the effective date of Executive's termination; and

                      (ii) The unvested portion of the MarketWatch Option held
by Executive on the date of such Change in Control shall immediately vest and
become exercisable and Executive shall then be deemed to be a Charts Employee
Shareholder for purposes of the 'Lock Up' restrictions of Section 2.6 of the
Reorganization Agreement and the number of shares that are then Unlocked Shares
shall be recomputed as if Executive had been subject to the provisions of
Section 2.6(a)(i) of the Reorganization Agreement instead of Section 2.6(a)(ii)
of the Reorganization Agreement since the Closing Date.

        For purposes of Sections 6 and 7 hereof, the term 'CHANGE IN CONTROL'
shall mean:

               (x)    the sale, lease, conveyance, liquidation or other
                      disposition of all or substantially all of Charts' or
                      MarketWatch's assets as an entirety or substantially as an
                      entirety to any person, entity or group of persons acting
                      in concert other than (i) to MarketWatch or any affiliates
                      of Charts or MarketWatch, including, without limitation,
                      DBC, CBS or any of their affiliates, (ii) in the ordinary
                      course of business; or

               (y)    any transaction or series of related transactions (as a
                      result of a tender offer, merger, consolidation or
                      otherwise) that results in any Person (as defined in
                      Section 13(h)(8)(E) under the Securities Exchange Act of
                      1934) other than MarketWatch or Sub becoming the
                      beneficial owner (as defined in Rule 13d-3 under the
                      Securities Exchange Act of 1934), directly or indirectly,
                      of more than 50% of the aggregate voting power of all
                      classes of common equity securities of Charts or
                      MarketWatch, except if such Person is (A) a subsidiary of
                      Charts or MarketWatch, (B) an employee stock ownership
                      plan for employees of Charts or MarketWatch, (C) a company
                      formed to hold Charts' or MarketWatch's common equity
                      securities and whose shareholders constituted, at the time
                      such company became such holding company, substantially
                      all the equity owners or shareholders of Charts or
                      MarketWatch, or (D) DBC, CBS and/or any of their
                      affiliates.

        In the event that the severance and other benefits provided to Executive
        pursuant to Section 6 of this Agreement or otherwise ('TOTAL PAYMENTS')
        (i) constitute 'PARACHUTE PAYMENTS' within the meaning of Section 280G
        of the Internal Revenue Code of 1986, as amended (the 'CODE') and (ii)
        but for this Section 7, such severance and benefits would be subject to
        the excise tax imposed by Section 4999 of the Code (the 'EXCISE TAX'),
        then Executive shall be entitled to receive an additional cash payment
        (a 'Gross-Up Payment') within 30 days of the Change in Control equal to
        an amount such that after payment by Executive of all taxes (including
        any interest or penalties imposed with respect to such taxes), including
        any Excise Tax, imposed upon the Gross-Up Payment, Executive would
        retain an amount of the Gross-Up Payment equal to the Excise Tax imposed
        upon the Total Payments. For purposes of the foregoing determination,
        Executive's tax rate shall be deemed to be the highest statutory
        marginal state and Federal tax rate (on a combined basis) (including
        Executive's share of F.I.C.A and Medicare taxes) then in effect. If no
        determination by the Company's auditors is made prior to the time a tax
        return reflecting the Total Payments is required to be filed, Executive
        will be entitled to receive a Gross-Up Payment calculated on the basis
        of the Total Payments reported by Executive in such tax return, within
        30 days of the filing of such tax return. In all events, if any tax
        authority determines that a greater Excise Tax should be imposed upon
        the Total Payments than is determined by the Company's independent
        auditors of reflected in Executive's tax return pursuant to this Section
        7, Executive shall be entitled to receive the full Gross-Up Payment
        calculated on the basis of the amount of Excise Tax determined to be
        payable by such tax authority from the Company within 30 days of such
        determination.

        Unless Charts and Executive otherwise agree in writing, any
        determination required under this Section 7 shall be made in writing by
        independent public accountants agreed to by Charts and Executive (the
        'ACCOUNTANTS'), whose determination shall be conclusive and binding upon
        Executive and Charts for all purposes. The Accountants may rely on
        reasonable, good faith interpretations concerning the application of
        Sections 280G and 4999 of the Code. Charts and Executive shall furnish
        to the Accountants such information and documents as the Accountants may
        reasonably request in order to make a determination under this Section
        7. Charts shall bear all costs the Accountants may reasonably incur in
        connection with any calculations contemplated by this Section 7.



8.      DISPUTE RESOLUTION: Charts and Executive agree that any dispute
        regarding the interpretation or enforcement of this Agreement shall be
        decided by confidential, final and binding arbitration conducted by
        Judicial Arbitration and Mediation Services ('JAMS') under the
        then-existing JAMS rules, rather than by litigation in court, trial by
        jury, administrative proceeding, or in any other forum.

9.      COOPERATION WITH CHARTS AFTER TERMINATION OF THE EMPLOYMENT PERIOD:
        Following termination of the Employment Period by Executive, Executive
        shall reasonably cooperate with Charts and/or MarketWatch in all matters
        relating to the winding up of his pending work on behalf of Charts and
        the orderly transfer of any such pending work to other employees of
        Charts as may be designated by Charts.

10.     CONFIDENTIALITY; RETURN OF PROPERTY: The Executive acknowledges that
        during the Employment Period he will receive confidential information
        from Charts and affiliates of Charts (including, without limitation,
        MarketWatch) and the respective clients thereof (each a 'RELEVANT
        ENTITY'). Accordingly, the Executive agrees that during the Employment
        Period (as it may be extended from time to time) and thereafter for a
        period of two years, the Executive and his affiliates shall not, except
        in the performance of his obligations to Charts hereunder or as may
        otherwise be approved in advance by Charts, directly or indirectly,
        disclose or use (except for the direct benefit of Charts) any
        confidential information that he may learn or has learned by reason of
        his association with any Relevant Entity. Upon termination of this
        Agreement, the Executive shall promptly return to Charts any and all
        properties, records or papers of any Relevant Entity, that may have been
        in his possession at the time of termination, whether prepared by the
        Executive or others, including, but not limited to, confidential
        information and keys. For purposes of this Agreement, 'CONFIDENTIAL
        INFORMATION' includes all data, analyses, reports, interpretations,
        forecasts, documents and information concerning a Relevant Entity and
        its affairs, including, without limitation with respect to clients,
        products, policies, procedures, methodologies, trade secrets and other
        intellectual property, systems, personnel, confidential reports,
        technical information, financial information, business transactions,
        business plans, prospects or opportunities, (i) that Charts reasonably
        believes are confidential or (ii) the disclosure of which could be
        injurious to a Relevant Entity or beneficial to competitors of a
        Relevant Entity, but shall exclude any information that (x) the
        Executive is required to disclose under any applicable laws, regulations
        or directives of any government agency, tribunal or authority having
        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 of the information in a manner violative of the second sentence
        of this Section 10, or (z) is rightfully received by Executive without
        restriction or disclosure from a third party legally entitled to possess
        and to disclose such information without restriction (other than
        information that he may learn or has learned by reason of his
        association with any 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 or indirect, of the power to direct or cause the
        direction of the management and policies of such person, whether through
        the ownership of voting stock, by contract or otherwise.

11.     GENERAL:

        11.1   INDEMNIFICATION. In the event Executive is made, or threatened to
               be made, a party to any legal action or proceeding, whether civil
               or criminal, by reason of the fact that Executive is or was a
               director or officer of Charts or serves or served any other
               corporation fifty percent (50%) or more owned or controlled by
               Charts in any capacity at Charts' request, Executive shall be
               indemnified by Charts, and Charts shall pay Executive's related
               expenses when and as incurred, all to the fullest extent
               permitted by law. Upon the closing of the Merger, MarketWatch
               shall execute an indemnification agreement with Executive, which
               indemnification agreement is on the same terms and conditions as
               MarketWatch has entered into with its other executive officers
               and directors.

        11.2   WAIVER. Neither party shall, by mere lapse of time, without
               giving notice or taking other action hereunder, be deemed to have
               waived 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 by the other shall neither be
               construed as, nor constitute a, continuing waiver of such breach
               or of other breaches by the same or any other provision of this
               Agreement.

        11.3   SEVERABILITY. If for any reason a court of competent jurisdiction
               or arbitrator finds any provision of this Agreement to be
               unenforceable, the provision shall be deemed amended as necessary
               to conform to applicable laws or regulations, or if it cannot be
               so amended without materially altering the intention of the
               parties, the remainder of the Agreement shall continue in full
               force and effect as if the offending provision were not contained
               herein.




        11.4   NOTICES. All notices and other communications required or
               permitted to be given under this Agreement shall be in writing
               and shall be considered effective upon personal service or upon
               transmission of a facsimile or the deposit with Federal Express
               or in Express Mail and addressed to the Chairman of the Board of
               Charts at its principal corporate address, and to Executive at
               his most recent address shown on Charts' corporate records, or at
               any other address which he may specify in any appropriate notice
               to Charts.

        11.5   COUNTERPARTS. This Agreement may be executed in any number of
               counterparts, each of which shall be deemed an original and all
               of which taken together constitutes one and the same instrument
               and in making proof hereof it shall not be necessary to produce
               or account for more than one such counterpart.

        11.6   ENTIRE AGREEMENT. The parties hereto acknowledge that each has
               read this Agreement, understands it, and agrees to be bound by
               its terms. The parties further agree that this Agreement,
               together with the Noncompetition Agreement of even date herewith,
               shall constitute the complete and exclusive statement of the
               agreement between the parties and supersedes all proposals (oral
               or written), understandings, representations, conditions,
               covenants, and all other communications between the parties
               relating to the subject matter hereof.

        11.7   GOVERNING LAW. This Agreement shall be governed by the law of the
               State of Minnesota.

        11.8   ASSIGNMENT AND SUCCESSORS. Charts shall have the right to assign
               its rights and obligations under this Agreement to an entity
               which acquires substantially all of the assets of Charts, whether
               by merger or otherwise including, without limitation, MarketWatch
               or any affiliate thereof. The rights and obligations of Charts
               under this Agreement shall inure to the benefit and shall be
               binding upon the successors and assigns of Charts.




                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


                                        BIGCHARTS INC.

                                        /s/ Jamie J. Thingelstad
                                        -----------------------------------
                                        Name: Jamie J. Thingelstad
                                        Title: C.T.O., E.V.P.

                                        EXECUTIVE

                                        /s/ Philip D. Hotchkiss
                                        -----------------------------------
                                        Philip D. Hotchkiss



                    [SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]



                                    EXHIBIT A

                         TARGET BONUS AND SPECIFICATIONS



ANNUAL TARGET BONUS RATE: fifty percent (50%) of the then-applicable base salary
actually paid in a given year. For example, if the base salary actually paid in
the second year of the term of this Agreement is $210,000, the maximum target
bonus would be $105,000 ($210,000 multiplied by 50%) for that year.


SPECIFICATIONS:  two components.

        DISCRETIONARY COMPONENT: Board may decide when, and if to grant this
        component. This component shall be 25% of the then-applicable base
        salary actually paid in a given year.

        ACHIEVEMENT OF FINANCIAL OBJECTIVES COMPONENT: Target Bonus, in the
        amount payable shown below, is payable upon the achievement of the
        financial objectives of the consolidated Charts and MarketWatch 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
        4th Year            25%           To be determined annually by the Board
        5th Year            25%           To be determined annually by the Board