THOMSON/MARKETWATCH SERVICE PRODUCTION AGREEMENT

THIS THOMSON/MARKETWATCH SERVICE PRODUCTION AGREEMENT (“Agreement”) is entered into as of March 31, 2004 (“Effective Date”) by and between MarketWatch.com, Inc. (“MarketWatch”) and Thomson Financial Inc. (“Thomson”). Each of MarketWatch and Thomson shall be referred to herein as a “Party” and together as the “Parties.”

RECITALS

WHEREAS, MarketWatch is in the business, among other things, of providing business news, financial programming and analytic tools;

WHEREAS, Thomson is in the business of, among other things, providing integrated information solutions directed at certain industry segments;

WHEREAS, the Parties desire to create, market and distribute a real-time financial newswire service as described in this Agreement;

WHEREAS, Thomson desires to contract with and MarketWatch agrees to provide editorial and production support for such newswire service as described in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties hereby agree as follows:

AGREEMENT

1. DEFINITIONS. Each of the following terms shall have the meaning provided in this Section 1.

(a) “Affiliate” means, with respect to a party, a corporation, partnership or other entity controlling, controlled by or under common control with such party, but only so long as such control continues to exist. For purposes of this Section 1(a), “control” means ownership, directly or indirectly, of at least fifty percent (50%) of the voting rights in such entity (or, in the case of a noncorporate entity, equivalent rights).

(b) “Audited Party” is defined in Section 5(h).

(c) “Auditing Party” is defined in Section 5(h).

(d) “Auditor” is defined in Section 5(h).

(e) “Brand Name” is defined in Section 4(a).

(f) “Budgeted Fees” is defined in Section 5(a)(ii).

(g) “CBS” means CBS Broadcasting Inc. and its Affiliates.

(h) “Confidential Information” is defined in Section 9(a).

(i) “Cooperation” is defined in Section 2(i).

(j) “Content” means text, articles, editorial concepts, research, news, graphics, photographs, images, animation, video, audio, information and data in any medium and in any stage of completion, including both current and archival Content. The phrase “its Content” and similar phrases, when used with reference to a Party, means Thomson Content and Exclusive Content in the case of Thomson and MarketWatch Content in the case of MarketWatch.

(k) “Contract Year” means each calendar year falling within the Term, except that the first Contract Year shall begin on the Effective Date and end on December 31, 2004 (unless the Agreement is earlier terminated) and the last Contract Year shall end on the date on which this Agreement expires or is terminated.

(l) “CPI” is defined in Section 5(a)(iii).

(m) “Credit Materials” means the references and attributions identifying a Party as the originator of Content (as applicable) incorporating their respective icons, images and text.

(n) “Dedicated Employees” means the MarketWatch employees in the positions identified in Exhibit E (as may be modified upon mutual agreement of the Parties, which agreement by Thomson shall not be unreasonably withheld) providing services expressly for the Thomson/MarketWatch Service.

(o) “Discloser” is defined in Section 9(a).

(p) “Dispute” is defined in Section 10(e).

(q) “Editorial Board” is defined in Section 2(d)(ii).

(r) “Editorial Control” means the overall control of the allocation of staffing, facilities and equipment, editorial composition, editing, journalistic discretion and similar issues related to the Thomson/MarketWatch Service, including determining staffing issues, journalist viewpoints and opinions, subject and story approaches, line by line and story editing, topics and resource choice and allocation on a day-to-day basis relating thereto.

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