0001258655-04-000008 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 2004 • Marketwatch Com Inc • Newspapers: publishing or publishing & printing • California

This Employment Agreement (the "Agreement") is entered into as of January 16, 2004 (the "CommencementDate") by MarketWatch.com, Inc. (the "Company") and Jeff Davis (the "Executive"), and effective upon the closing of the Company's acquisition of Pinnacor Inc. (the "Acquisition").

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FIRST AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
Stockholders' Agreement • March 30th, 2004 • Marketwatch Com Inc • Newspapers: publishing or publishing & printing • Delaware

This First Amended and Restated Stockholders' Agreement (this "Agreement") is entered into as of March 23, 2004 and deemed effective as of January 16, 2004, by and among CBS Broadcasting Inc. ("CBS"), Pearson Overseas Holdings Limited ("Pearson") (collectively, the "Stockholders" and each singly a "Stockholder"), MarketWatch.com, Inc. ("MarketWatch") and NMP, Inc. (the "Company").

ASSIGNMENT, CONSENT AND AMENDMENT
Assignment, Consent And • March 30th, 2004 • Marketwatch Com Inc • Newspapers: publishing or publishing & printing

This Assignment, Consent and Amendment (this "Consent") is entered into as of March 23, 2004 and deemed effective as of January 16, 2004 by and among CBS Broadcasting Inc., a Delaware corporation ("CBS"), NMP, Inc., a Delaware corporation ("NMP"), and MarketWatch.com, Inc., a Delaware corporation ("MarketWatch").

ASSIGNMENT AND CONSENT
Assignment and Consent • March 30th, 2004 • Marketwatch Com Inc • Newspapers: publishing or publishing & printing

This Assignment and Consent (this "Assignment") is entered into as of March 23, 2004 and deemed effective as of January 16, 2004 by and among CBS Broadcasting Inc. ("CBS"), Pearson International Finance Ltd. ("Pearson"), NMP, Inc., ("NMP") and MarketWatch.com, Inc. ("MarketWatch").

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