Employment Agreement - MarketWatch.com LLC and Lawrence S. Kramer


                              EMPLOYMENT AGREEMENT



     This Employment Agreement (the 'AGREEMENT'), is entered into as of July 1,
1998 (the 'COMMENCEMENT DATE'), by Marketwatch.Com, LLC (the 'COMPANY') and
Lawrence S. Kramer (the 'EXECUTIVE').

1.   TERM OF EMPLOYMENT: The term of employment of Executive by the Company
     hereunder shall commence on the Commencement Date and shall continue
     thereafter on the same terms and conditions for a period of three years
     unless earlier terminated pursuant to Sections 6 or 7 (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 year,
     unless prior to such date the Company 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 Chief Executive Officer of the
     Company reporting to the Management Committee of the Company or similar
     governing body of the Company (the 'BOARD'). 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 the Company. During the Employment Period, the
     Company shall use its best efforts to continue to nominate and elect
     Executive as a director, and Executive shall serve in such capacity without
     additional consideration. Executive shall serve the Company 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, the Company 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: The Company shall pay and Executive shall accept as full
     consideration for the his services hereunder, compensation consisting of
     the following:

     3.1  BASE SALARY. $210,000 per year base salary during the first year of
          the term of this Agreement; $225,000 per year base salary during the
          second year of the term of this Agreement; $240,000 per year base
          salary during the third year of the term of this Agreement; and at
          least $240,000 per year base salary (subject to increase by the Board)
          during successive years of the term of this Agreement if the
          Employment Period is extended past the original three-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 the Company's 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.

     3.3  EQUITY OPTION. (a) Executive received a grant of an option to purchase
          a 2.0% Interest (as defined in the Limited Liability Company
          Agreement, dated as of October 29, 1997, between CBS Inc. and Data
          Broadcasting Corporation) on October 29, 1997 (the 'OPTION'). Such
          percentage is calculated based on the fully-diluted equity ownership
          of the Company as constituted on October 29, 1997, taking into account
          the issuance of options to purchase an aggregate of a ten percent
          (10%) Interest in the Company to be issued to employees of the Company
          or other personnel rendering substantial services to the Company
          (which options include the Option).

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 the Company.

5.   REIMBURSEMENT OF EXPENSES: The Company 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.

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, the Company 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) the Company 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) Executive's Option shall immediately
          vest and become exercisable to the extent of one additional year of
          vesting and shall remain exercisable for the periods specified in the
          Option 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 the Company
          shall have no further obligations hereunder, except to pay and provide
          to Executive's beneficiary or other 


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          legal representative, subject to applicable withholding, (i) all 
          amounts of Base Salary and bonus accrued but unpaid, at the date of 
          death, and (ii) all reasonable unreimbursed business-related expenses.
          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 the Company 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
          the Company 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 twelve months shall be paid by the Company in twelve equal
          installments, and (iii) the Option shall immediately vest and become
          exercisable to the extent of one additional year of vesting and shall
          remain exercisable for the periods specified in the Option.

     6.4  CIRCUMSTANCES UNDER WHICH TERMINATION BENEFITS WOULD NOT BE PAID. The
          Company 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 or continue the
          option vesting 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). For purposes of this Agreement, 'CAUSE' shall be limited to:

          (A)  Willful failure by Executive to substantially perform his duties
               hereunder, 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 or that
               adversely affects the image of the Company;

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

          (D)  A willful breach of a material provision of this Agreement.

     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)  A material adverse change in Executive's position causing it to
               be of materially less stature or responsibility without
               Executive's written consent; provided, that, such a materially
               adverse change shall not be deemed to occur if Executive is
               the chief executive of the Company (or of a division of any
               acquiring company 


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               immediately following a Change in Control (as defined below));
               provided, further, that, if the Company undergoes a business
               combination with, voting control of the Company is acquired by or
               substantially all of the Company's assets are acquired by, Data
               Broadcasting Corporation ('DBC') or an affiliate of DBC, such a
               materially adverse change shall not be deemed to occur if
               Executive is an executive officer of DBC or an affiliate of DBC,
               as applicable, with duties and responsibilities comparable to the
               duties and responsibilities held by Executive with the Company;
               provided, further, that, if the Company undergoes a business
               combination with, voting control of the Company is acquired by or
               substantially all of the Company's assets are acquired by, CBS
               Broadcasting Inc. or CBS Corporation (collectively, 'CBS') or an
               affiliate of CBS, such a materially adverse change shall not be
               deemed to occur if Executive is an executive officer of CBS or an
               affiliate of CBS, as applicable, with duties and responsibilities
               comparable to the duties and responsibilities held by Executive
               with the Company;

          (B)  A material reduction, without Executive's written consent, in his
               level of base compensation (including base salary and fringe
               benefits) by more than ten percent (10%); or

          (C)  A relocation of Executive's principal place of employment outside
               the Bay Area without Executive's consent.

7.   CHANGE IN CONTROL BENEFITS:

          Should there occur a Change in Control (as defined below), 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 the
Company or its successor other than for 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)  The Company 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 Option held by Executive on the date
of such Change in Control shall immediately vest and become exercisable to the 
extent of one additional year of vesting and the vested portions of the Option 
shall remain exercisable for the periods specified in the Option.


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     For purposes of this Section 7, the term 'CHANGE IN CONTROL' shall mean:

          (x)  The sale, lease, conveyance, liquidation or other disposition of
               all or substantially all of the Company'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 DBC or its affiliates
               or CBS or its affiliates, (ii) in the ordinary course of
               business, or (iii) to a corporation formed for the purpose of
               converting the Company into a corporation; 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) 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 or
               membership interests, as the case may be, of the Company, except
               if such Person is (A) a subsidiary of the Company, (B) an
               employee stock ownership plan for employees of the Company, (C) a
               company formed to hold the Company's common equity securities or
               membership interests, as the case may be, and whose shareholders
               constituted, at the time such company became such holding
               company, substantially all the equity owners or shareholders of
               the Company, (D) either DBC, CBS and / or any of their
               affiliates, or (E) a corporation formed for the purpose of
               converting the Company into a corporation.

     In the event that the severance and other benefits provided to Executive
     pursuant to Section 6 of this Agreement (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, then Executive's severance benefits under this Section 7 shall be
     payable either:

          (a)  in full, or

          (b)  as to such lesser amount which would result in no portion of such
               severance and other benefits being subject to excise tax under
               Section 4999 of the Code, whichever of the foregoing amounts,
               taking into account the applicable federal, state and local
               income taxes and the excise tax imposed by Section 4999, results
               in the receipt by Executive on an after-tax basis, of the
               greatest amount of severance benefits under this Agreement.

     Unless the Company 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 the Company and Executive (the
     'ACCOUNTANTS'), whose determination shall be conclusive and binding upon
     Executive and the Company for all purposes. For purposes of making the
     calculations required by this Section 7, the Accountants may make
     reasonable assumptions and approximations concerning applicable taxes and
     may rely on reasonable, good faith interpretations concerning the
     application of Sections 280G and 4999 of the Code. The 


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     Company 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. The Company shall bear all costs the
     Accountants may reasonably incur in connection with any calculations
     contemplated by this Section 7.

8.   DISPUTE RESOLUTION: The Company 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 THE COMPANY AFTER TERMINATION OF THE EMPLOYMENT PERIOD:
     Following termination of the Employment Period by Executive, Executive
     shall fully cooperate with the Company in all matters relating to the
     winding up of his pending work on behalf of the Company and the orderly
     transfer of any such pending work to other 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 Period he will
          receive confidential information from the Company and subsidiaries of
          the Company 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 the Company hereunder
          or as may otherwise be approved 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 learned
          by reason of his association with any Relevant Entity. Upon
          termination of this Agreement, the Executive shall promptly return to
          the Company 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 the Company 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(a), or (z) is rightfully
          received by Executive without restriction or disclosure from a third
          party legally entitled to possess and to disclose such 


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          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.

     (b)  For a period of one (1) year following the termination of Executive's
          employment with the Company for any reason, he will not, without the
          Company' express written consent, either on his own behalf or on
          behalf of another, solicit employees of the Company or any subsidiary
          of the Company for the purpose of hiring them. General employment
          advertising shall not be deemed to be a solicitation.

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 the Company or serves or served any other
               corporation fifty percent (50%) or more owned or controlled by
               the Company in any capacity at the Company' request, Executive
               shall be indemnified by the Company, and the Company shall pay
               Executive's related expenses when and as incurred, all to the
               fullest extent permitted by law.

          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
               the Company at its principal corporate address, and to Executive
               at his most recent address shown on the Company's corporate
               records, or at any other address which he may specify in any
               appropriate notice to the Company.


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          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 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 California.

          11.8 ASSIGNMENT AND SUCCESSORS. The Company shall have the right to
               assign its rights and obligations under this Agreement to an
               entity which acquires substantially all of the assets of the
               Company, whether by merger or otherwise including, without
               limitation MarketWatch.com, Inc. or other corporation formed for
               the purpose of converting the Company from a limited liability
               company into a corporation. The rights and obligations of the
               Company under this Agreement shall inure to the benefit and shall
               be binding upon the successors and assigns of the Company.

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


                                        MARKETWATCH.COM, LLC

                                        /s/ Derek Reisfield
                                        ------------------------------------
                                        Derek Reisfield,
                                        Chairman of the Management Committee


                                        EXECUTIVE

                                        /s/ Lawrence S. Kramer
                                        ------------------------------------
                                        Lawrence S. Kramer


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                                    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 $200,000, the maximum target
bonus would be $100,000 ($200,000 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 Company's achievement 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



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