JOINT VENTURE AGREEMENT (this Agreement) made on June 19, 2000

Between:

(1) FINANCIAL TIMES GROUP LIMITED incorporated under the laws of England and Wales whose registered office is at Number One, Southwark Bridge, London SE1 9HL (Financial Times);

(2) MARKETWATCH.COM, INC. incorporated under the laws of the State of Delaware, whose principal place of business is at 825 Battery Street, San Francisco, California 94111 (MarketWatch).

(3) PEARSON INTERNET HOLDINGS BV incorporated under the laws of the Netherlands whose principal place of business is at Media Centre, 4th FI, Rm 405, Sumatralaan 45, 1217 GP Hilversum, Netherlands (Pearson Internet).

(4) PEARSON OVERSEAS HOLDINGS LIMITED incorporated under the laws of England and Wales whose registered office is at 3 Burlington Gardens, London W1X 1LE (POHL).

Whereas:

(A) Financial Times and MarketWatch entered into a Joint Venture Agreement on 6 January 2000 (the Original Joint Venture Agreement) pursuant to which they agreed to form a new jointly-owned company incorporated under the laws of England and Wales as a private limited company (the JVC) to establish the leading Internet provider in the Territory (as defined below)of comprehensive, real time business news, financial programming and analytical tools, initially in the English language, but thereafter also in other languages, in a co-branded joint venture company owned by Financial Times and MarketWatch under the brand name Financial Times MarketWatch.com.

(B) Following signing of the Original Joint Venture Agreement it was agreed to make certain changes in the parties to and terms of the Original Joint Venture Agreement including for an additional class of shares to be created in the JVC (the B Shares), which would be issued to POHL. This Agreement is a restatement of the terms of the Original Joint Venture Agreement amended to reflect the changes proposed.

(C) Pearson Internet Holdings B.V., Pearson Overseas Holdings Limited, Financial Times and MarketWatch are entering into this Agreement to establish the JVC and to set out the terms governing Pearson Internet Holdings BV, POHL and MarketWatch's relationship as shareholders in the JVC.

(D) Financial Times and MarketWatch have agreed that the licensing to the JVC of the use of the "FINANCIAL TIMES" trade mark pursuant to the Financial Times Trade Mark Licence and the procuring, for a fee of no more than 10 pounds sterling per advertisement (such fees in aggregate not to exceed 50,000 pounds sterling), by Financial Times of fifteen million pounds sterling worth, at Effective Rate Card, of advertising over five (5) years across certain business publications in the Territory as provided for in this Agreement, on the one hand, and the licensing to the JVC of the use of the "MarketWatch" trade mark pursuant to the MarketWatch Trade Mark Licence and of the use of certain of its technology pursuant to the MarketWatch Technology Licence, on the other hand, are of equivalent value.

It is agreed as follows:

Interpretation

Definitions

1.1 In this Agreement:

Accounting Principles means the accounting principles and policies to be adopted by the Board of the JVC, pursuant to clause 13.1;

Additional Capital Contributions has the meaning ascribed to it in clause 8.2 and the expression Additional Capital Contributions shall be construed accordingly;

A Shares means the A Shares in the JVC's capital;

A Shareholders means the Pearson Group Member(s) and the MarketWatch Group Member(s) who hold A Shares for the time being (and A Shareholder shall be construed accordingly) and any person to whom they transfer their A Shares in accordance with this Agreement;

B Shares means the B shares in the JVC's capital;

B Shareholder means POHL who holds B Shares for the time being (and B Shareholder shall be construed accordingly) and any person to whom they transfer their Shares in accordance with this Agreement;

Board means the JVC's board of directors;

Budget means for the JVC for a particular Financial Year (i) the budgeted profit and loss account and cash flow statement (including capital expenditure) phased by month, (ii) the balance sheet phased at least quarterly, (iii) in relation to the first two Financial Years, the Funding Schedule, and (iv) Milestones for the first two Financial Years; together with detailed schedules supporting the statements, including (but not limited to) media marketing spends the whole of the above in a format approved from time to time by the Board;

Business means the business intended to be carried on by the JVC, as described in clause 2.1;

Business Day means a day (other than a Saturday) on which banks generally are open in London and New York for a full range of business;

Business Plan means the Budget for the JVC relating to a Financial Year and draft Budgets for the succeeding Financial Year, in a format to be decided from time to time by the Board, to be updated annually (and including, in relation to the first two Financial Years, the requisite Funding Schedule);

Capital Contribution means the capital contributions as defined in clause 8.1;

Chairman means the chairman from time to time of the Board;

Chief Executive means the chief executive from time to time of the JVC;

company includes any body corporate, wherever incorporated;

Completion means completion of the establishment of the JVC in accordance with clause 7;

Conditions means the conditions specified in clause 4.1;

Control means the ability of one person to direct the activities of another or the beneficial ownership by one person of more than fifty per cent. (50%) of the voting rights generally exercisable at general or equivalent meetings of the other and Controlled shall be construed accordingly;

Core Services means, in respect of Financial Times, the services provided pursuant to the FT Trade Mark Licence and the media advertising to be procured pursuant to clause 7.3 and, in respect of MarketWatch, the services provided pursuant to the MarketWatch Trade Mark Licence and the MarketWatch Technology Licence;

Directors means the JVC's directors or, where applicable, an alternate director of the JVC;

Effective Rate Card means with respect to any advertising buy by the JVC the lower of the published rate card or the amount actually charged by the Financial Times to unaffiliated third parties with respect to the placement of advertising substantially similar to such advertising purchased by the JVC;

Equity Proportions means the respective proportions in which the A Shareholders hold the issued share capital of the JVC from time to time;

Fair Price means the open market value of the relevant A Shares between a willing seller and a willing third party buyer for a wholly cash consideration at the date of the Transfer Notice without any premium or discount by reference to the percentage of the A Shares being sold or transferred;

Financial Year means a financial period of the JVC commencing on 1 January, other than in the case of its initial financial period which shall commence on the date hereof, and ending on 31 December;

Ft.com means the web site owned and operated by the Financial Times Group and located on the Internet under the domain name "ft.com";

FT Trade Mark Licence means the trade mark licence between Financial Times and the JVC substantially in the form of the copy which is attached hereto marked Exhibit "A";

Ftyourmoney means the web site owned and operated by the Financial Times Group and located on the Internet under the domain name "ftyourmoney.com";

Funding Schedule means a schedule, to be attached to and form part of the Business Plan for each of the first two Financial Years, setting out details of the funds required by the JVC in such year and stipulating, on a quarterly basis, the amounts in which, and periods during which, such funds may be drawn down by the JVC from the A Shareholders;

Group means, in relation to the JVC or a party, that company, its Subsidiaries, its Holding Company (if any) and the Subsidiaries of any such Holding Company for the time being;

Holding Company shall be construed in accordance with Section 736 and 736A of the Companies Act 1985;

Internet means the global network of interconnecting computer systems including without limitation the worldwide web;

IP Transaction Documents means the FT Trade Mark Licence, the MarketWatch Trade Mark Licence and the MarketWatch Technology Licence;

JVC has the meaning ascribed to it in Recital (A);

JVC Group means the JVC and its Subsidiaries from time to time;

JVC Group Member means any member of the JVC Group;

MarketWatch.com means the web site owned and operated by MarketWatch and located on the Internet under the domain name "marketwatch.com";

MarketWatch Directors means the JVC's directors appointed by MarketWatch from time to time;

MarketWatch Group means MarketWatch and its Subsidiaries from time to time;

MarketWatch Group Member means any member of the MarketWatch Group;

MarketWatch Trade Mark Licence means the trade mark licence a copy of which is attached hereto marked Exhibit "B";

MarketWatch Technology Licence means the licence, in respect of MarketWatch's web site infrastructure, content authoring tools and techniques, network operations technologies, web site architecture and databases (the MarketWatch Technology) a copy of which is attached hereto marked Exhibit "C";

Memorandum and Articles means the JVC's Memorandum and Articles of Association in the agreed form to be adopted pursuant to clause 3.1(b), as amended from time to time;

Milestone Termination Event has the meaning ascribed to it in clause 8.2;

Milestones means the milestones, i.e. twice yearly criteria, by reference to numbers of page views and to revenues for assessing the progress of the Business, to be agreed between the A Shareholders and included in the Budget for each of the first two Financial Years (and the word Milestone shall be construed accordingly);

Other Group means, in the case of the Pearson Internet Group, the MarketWatch Group and, in the case of MarketWatch Group, the Pearson Group;

Outside Director has the meaning given to it in clause 10.3;

parties means Pearson Internet, POHL, Financial Times and MarketWatch (and party shall be construed accordingly);

Pearson Group means Pearson plc and its Subsidiaries from time to time;

Pearson Internet Group means Pearson Internet and its Subsidiaries from time to time;

Pearson Group Member means any member of the Pearson Group;

Pearson Internet Group Member means any member of the Pearson Internet Group;

Pearson Internet Directors means the JVC's directors appointed by Pearson Internet from time to time;

Regulatory Action means:

Regulatory Approvals means the clearances and consents referred to in clauses 4.1(b), (c) and (d) and any approvals required by any competent supranational, governmental or regulatory agencies or authorities;

Reserved Matters means those matters defined in clause 10.2;

Shares means the A Shares and the B Shares;

Shareholders means A Shareholders and B Shareholders;

Subsidiary means, in relation to an undertaking (the holding undertaking), any other undertaking in which the holding undertaking (or persons acting on its or their behalf) for the time being directly or indirectly holds or controls either:

and any undertaking which is a Subsidiary of another undertaking is also a Subsidiary of any further undertaking of which that other is a Subsidiary; (provided that, for the purposes of this Agreement, neither the JVC nor any Subsidiary of the JVC is to be regarded as a Subsidiary of Pearson Internet or MarketWatch or any other Pearson Group Member or MarketWatch Group Member);

Territory means Europe;

undertaking means a body corporate or partnership or an unincorporated association carrying on trade or a business with or without a view to profit. In relation to an undertaking which is not a company, expressions in this Agreement appropriate to companies are to be construed as references to the corresponding persons, officers, documents or organs (as the case may be) appropriate to undertakings of that description.

Currency

1.2 Any reference in this Agreement to an amount in pounds sterling includes the equivalent amount at the relevant time in any other currency or combination of currencies.

Construction and Interpretation

1.3 The headings in this Agreement do not affect its interpretation and are not to be taken into account in the construction or interpretation of any provision to which they refer.

1.4 Where the context allows, words denoting the singular include the plural meaning and vice versa, words importing one gender include both other genders and may be used interchangeably, and words denoting natural persons include corporations and vice versa.

1.5 Unless the contrary intention appears, references to numbered clauses and schedules are references to the relevant clauses in, or schedules to, this Agreement and to a numbered paragraph in a schedule are references to the relevant paragraph in that Schedule.

1.6 For all purposes of this Agreement the interests of the Pearson Group in the JVC through the MarketWatch Group and vice versa shall be ignored.

Agreed form

1.7 A reference to a document in this Agreement in the agreed form is to a document agreed by the parties and initialled by them or on their behalf for identification purposes.

Status

1.8 References in this Agreement to a statute or statutory instrument include a statute or statutory instrument amending, consolidating or replacing them, and references to a statute include statutory instruments and regulations made pursuant to it.

Purpose of the JVC

Bu siness

2.1 The business of the JVC shall be to seek to establish the leading Internet provider in the Territory of comprehensive real time business news, financial programming and analytical tools, initially in the English language but thereafter also in other languages, in all cases under the brand name Financial Times MarketWatch.com.

Commercial principles

2.2 Each of the parties shall so conduct itself and, so far as lies reasonably within its rights and powers of control which it is entitled to exercise (whether directly or indirectly) over the affairs of any other person, cause such other person or persons to conduct themselves, in good faith, so that: (i) the Business of the JVC shall be conducted in the best interests of the JVC in accordance with the general principles of the then current Business Plan and on sound commercial profit- making principles, so as to generate the maximum achievable profits available for distribution with any profits available for distribution in accordance with applicable law which are surplus to the funding requirements shown, in the draft Budget for the following Financial Year attached to the relevant Business Plan, being distributed to the A Shareholders, (ii) all third parties directly or indirectly under its control refrain from acting in a manner which hinders or prevents the JVC and its Subsidiaries from carrying on the Business in a proper and reasonable manner, and (iii) no action is taken which is intended and does directly and materially disadvantage the JVC (and, for the avoidance of doubt, it is agreed that editorial comment does not count as action which can constitute such material disadvantage).

Hyperlinks

2.3 Financial Times and MarketWatch agree that there will be hypertext links between the JVC's web sites and those from time to time of Financial Times Group (including Ft.com and Ftyourmoney.com) and MarketWatch (including MarketWatch.com). The hypertext links shall be of the following types:

2.4 The parties agree that:

2.5 Upon a change of Control of MarketWatch or the Financial Times, the other party may elect to terminate, by 90 days prior notice, the rights and obligations in: (a) clause 2.3 to the extent only that they permit the use of hypertext links to any page of that other party's own websites or use of its trade marks; and (b) clause 2.4.

Source attribution

2.7 Whenever content of a web site of either Group is viewed as part of the JVC's Business, it shall only be viewed on the source web site itself with that web site's branding only.

Composite Marks

2.8 The parties agree that:

Incorporation of the JVC

3.1 As soon as reasonably practicable after the date of this Agreement, but before the JVC commences trading, the parties shall use all reasonable endeavours to take or cause to be taken all requisite steps to cause the JVC to be incorporated in England and Wales as a private company limited by shares with the following characteristics:

Redemption of B Shares

No activity prior to Completion

3.3 The A Shareholders shall ensure that the JVC shall not carry on any business and shall have no assets or liabilities of any nature whatsoever before Completion, except as contemplated by this clause 3.3 and by clauses 5.2 and 5.3. When any party proposes to enter into any commitment prior to Completion for the benefit of, and for the account of the JVC, where the commitment would exceed 20,000 pounds sterling individually or would cause all such commitments by that party to exceed 50,000 pounds sterling in aggregate, the party concerned shall not enter into such commitment without the authority of the Chief Executive Officer. No party has any authority to enter into commitments on behalf and for the account of the JVC following Completion without the written agreement of a party. In the event of failure to achieve Completion, the Shareholders shall ensure that the JVC does not undertake any further commitments other than for the purpose of its liquidation.

Conditions

Conditions

4.1 Completion is conditional on each of the following conditions being fulfilled (or waived) by such party or parties for whose benefit it exists:

Endeavours to fulfil Conditions

4.2 Each party shall use all reasonable endeavours to ensure (so far as it lies within its respective powers to do so) that each of the Conditions (to the extent that they are not waived) are fulfilled as soon as possible but in any event before June 30, 2000.

Non-fulfilment of Conditions

4.3 If any Condition set out in clause 4.1 is not fulfilled (or waived) on or before June 30, 2000, the provisions with respect to termination of this Agreement in Clause 6 shall apply.

Conduct before Completion

5.1 Each of the parties will ensure that, until Completion:

Agreement on Funding Schedule and Business Plans

5.2 Financial Times and MarketWatch have instructed the Chief Executive to draw up a draft Business Plan for each of the first two Financial Years of the JVC including drafts of the relative Budgets and Funding Schedule. The A Shareholders shall use all reasonable endeavours to consider such draft Business Plans and to amend them and agree final Business Plans (including, for the avoidance of doubt, relative Budgets and Funding Schedule) for the first two Financial Years by no later than June 30, 2000 (the Cut-Off Date).

5.3 The A Shareholders will procure that, during the period ending on the earlier of Completion and the Cut-Off Date, the JVC shall conduct the Business permitted by clause 5.2 in the ordinary and usual course and so as to ensure that total commitments (including liabilities) undertaken by the JVC up until then (whatever dates such commitments fall to be discharged) do not exceed 1,000,000 pounds sterling.

Termination

6.1 In the event that the Conditions have not been satisfied (or waived) by the Cut-Off Date, then this Agreement (other than clause 14 (Confidentiality), clause 24 (Announcements), clause 30 (Settlement of Disputes) and clause 32 (Governing Law), shall automatically terminate and no party shall be entitled to make any claim against the other (except for accrued rights arising from an earlier breach of any of the terms of this Agreement).

6.2 Following such termination pursuant to clause 6.1, none of the parties (the Remaining Party) shall be entitled to carry on the Business and all parties shall take the requisite steps to put the JVC into liquidation by no later than July 31, 2000.

Completion

7.1 Completion shall take place within ten days after the Conditions are fulfilled, or waived), whereupon the following events shall take place as provided in this clause 7.1:

Further Services

7.2 For so long as the A Shares in the JVC are owned as to at least 20 per cent. by each of Pearson Internet and MarketWatch, Pearson Internet and MarketWatch respectively shall procure that from and following Completion all further services provided by any member of the Pearson Group or MarketWatch Group as the case may be, shall be provided at fair market value to the JVC.

7.3 Financial Times shall procure that the JVC may, following Completion and for so long as a member of the Pearson Group is a Shareholder or until five years from the date of this Agreement if earlier, place media advertising, for a fee of no more than 10 pounds sterling per advertisement (such fees in aggregate not to exceed 50,000 pounds sterling), (i) in business publications managed by the Financial Times Group of companies, including for the avoidance of doubt, without limitation, Financial Times Deutschland, Financial Times newspaper and associated publications (including Investors Chronicle) and Les Echos group publications, for so long as such publications remain within the control of the Financial Times Group of companies; and (ii) business publications managed by such other Pearson Group companies as are notified to the JVC, from time to time, by Pearson Internet (for so long as they are so managed) in volumes and at times consistent with the Business Plan from time to time up to a total of 15 million pounds sterling worth, calculated at Effective Rate Card prices from time to time.

Rescission

7.4 If any party fails or is unable to comply with any of its obligations under clause 7.1, any party in the Other Group shall have the right to elect not to perform any of its obligations under that clause and to rescind this Agreement without liability on the part of any party (other than the party so failing or unable to comply with its obligations). No party may rescind this Agreement for any other reason whatsoever, whether before or after Completion.

Change of name

7.5 If Completion does not take place by 30 June 2000 (or such later date as the parties agree), the parties shall ensure that the JVC changes its name as soon as practicable to a name which does not include the name `Financial Times', the letters "FT" or the name `MarketWatch' or any similar or confusing name or names.

Incentivisation plan

7.6 The A Shareholders shall use best endeavours to cause the JVC to adopt schemes for employee incentivisation through options over ordinary shares or through the ownership of ordinary shares of up to fifteen per cent (15%) of the equity of the JVC (on a fully diluted basis) as soon as possible, with the aim of agreeing upon such schemes by 31 August 2000.

Capital and further finance

Issues of new shares

8.1 The A Shareholders agree to take, and procure the taking of, all requisite steps to increase the JVC's authorised share capital from time to time and to allot and issue at par, credited as fully paid, A Shares in consideration of the further capital contributions made by any party pursuant to clause 8.3 but (unless the parties agree otherwise) the A Shareholders shall procure that the JVC shall not issue any shares (other than pursuant to share option schemes approved by the Board) unless:

except to the extent that different proportions, as between Pearson Internet and MarketWatch, would arise by reason only of default by any party in performing an obligation to subscribe A Shares or of an issue of A Shares where any party fails to exercise any right to subscribe.

8.2 The A Shareholders shall procure that such further number of B Shares are issued, from time to time, if POHL so elects, for cash at par to POHL as is required to ensure that the B Shares held by members of the Pearson Group continue to represent not less than sixty per cent, or such percentage (being not more than 60 per cent.) as POHL shall from time to time notify to the JVC in writing, by nominal value of the entire issued share capital of the JVC.

8.3 Each of Pearson Internet and MarketWatch shall make such further capital contributions (its Additional Capital Contributions) (but so that the total for Additional Capital Contributions agreed pursuant to clause 4.1(e) shall not be exceeded) to the JVC in the first two Financial Years as are requested by the JVC in accordance with this clause 8.3 and as approved by the JVC's Board. The JVC may request Additional Capital Contributions to be paid in by not less than five Business Days' notice in writing to each of Pearson Internet and MarketWatch at such times and for such amounts as are provided in the Funding Schedule (with a copy in writing at the same time to POHL, together with a notice in writing showing how many further B Shares are to be subscribed in cash at par). If such payments are not made by Pearson Internet and MarketWatch within five Business Days after receipt of the payment request, interest at the rate of 3 per cent. above the Base Rate of Barclays Bank PLC from time to time shall be added to the payment due. Notwithstanding the foregoing provisions of this clause 8.3, the JVC may not request and neither Pearson Internet nor MarketWatch shall have any obligation to make any Additional Capital Contribution if any Milestone, specified in the Budget for achievement before the due date for payment of the Additional Capital Contribution, shall not have been met in which case there shall be a Milestone Termination Event.

Funding support by the parties

8.4 Save for payments under clause 3.1(c), the Capital Contributions and the Additional Capital Contributions and subject to clause 8.5, the parties intend that the JVC should be self-financing. No party is obliged to contribute further funds or participate in any guarantee or similar undertaking for the JVC's benefit.

Further finance

8.5 The Shareholders are not obliged to provide any finance over and above that required pursuant to clauses 3.1(c) and 8.3 unless Pearson Internet and MarketWatch both agree on the amount and method of providing the finance. If the Board considers at any time that the Business requires further finance over and above that to which the parties are committed under this Agreement in order to be able to achieve the Business Plan then current, the Board shall first approach the JVC's A Shareholders for the subscription of further A Shares in the JVC in their Equity Proportions on the basis that if an A Shareholder does not (at any point before full subscription of the further A Shares as envisaged in this clause 8.5) wish to subscribe the portion then available to it, those other A Shareholders who have committed to take up all the further A Shares made available to them as envisaged in this clause 8.5 (including A Shares made available because other A Shareholders are not taking up their entitlements) will be entitled to subscribe, in proportion to their Equity Proportions, the further A Shares not so subscribed (but so that if any Shareholder would otherwise thereby, alone or with any other member(s) of its Group, hold more than 50 per cent. of the A Shares in the JVC, such Shareholder's rights to subscribe A Shares under this clause 8.5 shall be limited so that it can subscribe A Shares only to the extent that it will not thereby, alone or with any other member(s) of its Group, hold more than 50 per cent. of the A Shares in the JVC). Thereafter, the A Shareholders shall each use reasonable commercial endeavours to procure that the requirements of the JVC and its Subsidiaries for working capital to finance the Business are met, as far as practicable, by the JVC borrowing from banks and other similar sources on the most favourable terms reasonably obtainable as to interest, repayment and security, but without allowing a prospective lender a right to participate in the Equity Capital of the JVC or any of its Subsidiaries as a condition of a loan.

Guarantees

8.6 No party (nor any member of its respective Group) shall be obliged (nor, unless an A Shareholder, entitled) to participate for the benefit of the JVC in any guarantee, bond or financing arrangement with any bank or financial institution, whether as a guarantor or in any other capacity whatsoever. If and to the extent that the A Shareholders are willing to participate (or to procure that members of their respective Groups participate) in any such guarantee, bond or financing arrangement then, unless the A Shareholders agree otherwise, any liability or obligation to be assumed by them in relation to any such guarantee, bond or financing arrangement shall be borne in their Equity Proportions. Any such liability or obligation shall be several and not joint or joint and several, unless they agree otherwise. If an A Shareholder (or a member of its Group) incurs any such joint or joint and several liability, that A Shareholder shall be entitled to a contribution from the other A Shareholder to ensure that the aggregate liability of the A Shareholders or members of their respective Groups (as the case may be) is borne by the Pearson Internet Group and the MarketWatch Group in the Equity Proportions of the relevant A Shareholders.

Directors and management

Supervision by the Board

9.1 The Board shall be responsible for the overall direction, supervision and management of the JVC. The Board shall not, however, take any decision in relation to any of the Reserved Matters except by unanimous agreement of those at the relevant Board meeting at which a quorum is present.

Board of Directors, Chief Executive and Editor in Chief

9.2 The appointment (subject to the next following sentence of this clause 9.2) and removal of any Chief Executive or Editor in Chief shall be by agreement between the A Shareholders by notice in writing to the JVC signed by or on behalf of each A Shareholder. The appointments of the initial Chief Executive and Editor in Chief are as stated in Clause 3.1(e).

9.3 Until such time as the A Shareholders unanimously agree otherwise, the Board shall be comprised of three (3) Pearson Internet Directors and three (3) MarketWatch Directors. The initial Board appointments at Completion shall be:

Pearson Internet Holdings Directors

MarketWatch Directors

Josh Bottomley

Lawrence Kramer

Peter Martin

Joan Platt

Olivier Fleurot

William Bishop

The Chairman shall be appointed alternately by MarketWatch and Pearson Internet for periods of two Financial Years. The Chairman shall have no second or casting vote. The first Chairman shall be Lawrence Kramer.

Appointment and removal of Directors

9.4 Pearson Internet and MarketWatch may each appoint or remove a Director nominated by it by notice to the JVC signed by it or on its behalf.

9.5 The appointment or removal of any Director , Chief Executive or Editor in Chief shall take effect when the notice is delivered to the JVC, unless the notice indicates otherwise.

Quorum

9.6 The quorum for transacting business at any Board meeting (other than an adjourned meeting) shall be at least one Pearson Internet Director and at least one MarketWatch Director present when the relevant business is transacted. If that quorum is not present within thirty minutes from the time when the meeting should have begun or if during the meeting there is no longer a quorum, the meeting shall be adjourned for seven (7) Business Days and at that adjourned meeting any two Directors (or their alternates) present shall be a quorum. A Director shall be regarded as present for the purposes of a quorum if represented by an alternate Director in accordance with clause 9.9.

Notice and Agenda

9.7 At least fourteen days written notice shall be given to each Board member of any Board meeting, unless at least one Pearson Internet Director (or his alternate) and at least one MarketWatch Director (or his alternate) approve a shorter notice period. Any notice shall include an agenda identifying in reasonable detail the matters to be discussed at the meeting together with copies of any relevant papers to be discussed at the meeting. If any matter is not identified in reasonable detail, the Board shall not decide on it, unless all Board members agree in writing.

Frequency of Meetings

9.8 The A Shareholders shall procure that the Board meets at least quarterly.

Board voting

9.9 The Board shall decide on matters by simple majority vote. Each Director shall have one vote. Any Director who is absent from a meeting may nominate any other Director to act as his alternate and to vote in his place at the meeting. If the A Shareholders are not represented at any Board meeting by an equal number of Directors (whether present in person or by alternate), then one of the Directors, nominated by the party which is represented by the fewer Directors, who is present may exercise such additional vote or votes at that meeting as results in the Directors so present representing each party having in aggregate an equal number of votes.

Reserved matters

Use of powers

10.1 The A Shareholders shall use their respective powers to ensure, so far as they are legally able, that no action or decision relating to any of the matters specified in clause 10.2 (Reserved Matters) is taken by the JVC, any Subsidiary of the JVC or any of the officers or managers within the JVC Group unless each of the Pearson Internet Directors and the MarketWatch Directors gives his or her prior approval (whether or not through his or her alternate) to proceed. Any item provided for in an approved Budget shall not require further consent as a Reserved Matter under clause 10.2 below unless (a) the related expenditure would exceed 110 per cent of the amount approved in the Budget; (b) aggregate expenditures would have exceeded 105 per cent. of the sums provided for in respect of the relevant items in the approved Budget; or, being an item mentioned in clause 10.2(l) or 10.2(q), the item would exceed at all the amount approved for it in the Budget.

Reserved Matters

10.2 The Reserved Matters are:

(a) Memorandum and Articles

(b) changes in share capital

changing the authorised or issued share capital of the JVC;

(c) issuance of Shares

the issue of shares or instruments convertible into shares by any Subsidiary of the JVC, otherwise than to the JVC or its designated nominees;

(d) securities convertible into Shares

issuing debentures, securities convertible into Shares, Share warrants or options in respect of Shares;

(e) change in nature of Business

materially changing the nature or scope of the Business (as described in clause 2.1) of the JVC including any decision to change or extend the Business beyond the Territory;

(f) Business Plan, Budgets and Funding Schedule

adopting or materially changing the Business Plan, Budget or Funding Schedule;

(g) dividends

declaring any dividend or a pay out of the general reserves or the redemption of any equity securities in the capital of the JVC;

(h) changing the branding

approving the form of branding of the Business (including approval of the form of any proposed Composite Marks). Any proposal to alter the branding of the Business;

(i) Board of Directors

increasing or decreasing the size of the Board or the appointing of any committee of Directors or local board or delegation of the powers of the Directors to a committee or local board, in any such case otherwise than as expressly provided for in this Agreement;

(j) dissolution, liquidation, winding up

doing or permitting to be done anything as a result of which the JVC may be wound up (whether voluntarily or compulsorily), except as otherwise provided for in this Agreement;

(k) encumbrances

creating a fixed or floating charge , lien (other than a lien arising by operation of law) or other encumbrance over all or part of its undertaking or assets except to secure its indebtedness to its bankers for sums borrowed in the normal course of the Business or as otherwise approved pursuant to this Clause 10.2;

(l) borrowings

borrowing or raising money (including entering into any finance lease, but excluding normal trade credit) to any extent not provided for as a cost item in an approved Budget;

(m) advances

making a loan or advancing or giving credit (other than normal trade credit) in excess of 5,000 pounds sterling to any person, other than the JVC or a wholly-owned Subsidiary of the JVC and excluding deposits with bankers repayable upon the giving of not more than seven (7) days notice;

(n) guarantees

giving a guarantee or indemnity to secure the liabilities or obligations of any person (other than the JVC or a wholly-owned Subsidiary of the JVC);

(o) sale or other disposition of assets

selling, leasing, creating an interest in or otherwise disposing of a material part of its undertaking or assets, or contracting to do so, otherwise than in the normal course of the Business;

(p) merger, reorganisation, recapitalization, etc.

any merger, consolidation, acquisition, divestiture, joint venture, partnership or other business combination with, by or of the Company into or with any other person ;

(q) capital expenditures

entering into of any contract or arrangement not provided for in an approved Budget involving expenditure on capital account or the realisation of capital assets if the amount or the aggregate amount of the expenditure or realisation by the JVC and all of its Subsidiaries would exceed 5,000 pounds sterling in any year or in relation to any one project; and for the purpose of this sub-clause the aggregate amount payable under any agreement for hire, hire purchase or purchase on credit sale or conditional sale terms is deemed to be a capital expenditure incurred in the year in which the agreement is entered into;

(r) material agreements

entering into a contract or arrangement which is not in the normal course of the Business and on arms-length terms;

(s) transactions with Financial Times or MarketWatch Groups

any transaction (but excluding the entering into by the JVC of the IP Transaction Documents) by the JVC with any Financial Times Group Member or MarketWatch Group Member which is either:

(t) Employee incentives

creating or altering any scheme for the incentivisation of the JVC's Employees and/or management;

(u) agreements for real property

taking or agreeing to take an interest in, or license over, any real property;

(v) investments

acquiring shares, or securities of a person other than a wholly-owned Subsidiary of the JVC or enters into a partnership or profit sharing arrangement with any person;

(w) subsidiaries

the formation of, acquisition of or sale to another party of any subsidiary of the JVC;

(x) initial public offering

any proposal to Shareholders for filing any registration statement, selecting any underwriter, or taking any other action to implement an initial public offering of any of the shares of the capital stock of the JVC;

(y) commencing litigation

initiating (by commencement of proceedings) or the settling of any litigation, arbitration or mediation (save for debt collection in the ordinary course of business) or any claim with the exception of measures requiring immediate relief or arising out of or relating to the breach by any Shareholder of its obligations under this Agreement;

(z) Chief Executive and Editor-in-Chief

appointing either of the JVC's Chief Executive or Editor-in-Chief except as other provided herein;

(aa) legal counsel

appointing or removing the JVC's outside legal counsel; or

(bb) auditors

appointing or removing the JVC's auditors.

Deadlock

10.3 If a deadlock arises because the Board fails to agree on any of the Reserved Matters or any other management matter requiring its decision, the matter shall be referred for resolution to a Director of each of Pearson plc and MarketWatch who is not also employed as an executive of the relevant party or any member of its Group (an Outside Director) with a view to it being resolved as early as possible in the best interests of the JVC. Each A Shareholder shall endeavour, and shall instruct their Outside Directors to endeavour, to resolve any disagreement in the best interests of the JVC.

Shareholder deadlock

10.4 If a dispute relating to the JVC's affairs cannot be resolved within thirty days after referring the dispute to the A Shareholders' respective Outside Directors pursuant to clause 10.3 (a Shareholder Deadlock), and the Shareholder Deadlock is with respect to a Reserved Matter or otherwise materially adversely affects the JVC's ability to carry on the Business, then either A Shareholder may give written notice (a Warning Notice) that it intends to implement the deadlock procedure provided in this clause 10. If the dispute cannot be resolved within thirty (30) days of the Warning Notice, either A Shareholder may within a further thirty days notify the other in writing (a Deadlock Notice) of such fact. A Deadlock Notice is irrevocable.

Deadlock Notice

10.5 Within a period of thirty days after receiving a Deadlock Notice, both A Shareholders shall be required to concur in taking all steps required promptly to place the JVC into liquidation.

Default (including Insolvency)

Event of Default

11.1 It is an Event of Default in relation to either A Shareholder (a Defaulting Party):

Put Option Notices and Call Option Notices

11.2 If an Event of Default occurs, the Non- Defaulting Party may elect to:

11.3 If a Put Option Notice is served, it must state:

11.4 If a Call Option Notice is served:

Reference to Expert

11.5 If the Defaulting Party notifies the Non-Defaulting Party in writing within ten days of the relevant notice being received by the Defaulting Party that is does not accept the price payable for the A Shares stated in either the Put Option Notice or the Call Option Notice (as the case may be) (the Option Price) and requires that a third party evaluates the price (the Evaluation Notice), an internationally recognised investment advisor (the Expert) shall be appointed to determine the price at which the A Shares shall be transferred, which shall be the Fair Price of the A Shares at the date of the Put Option Notice or the Call Option Notice (as the case may be) (the Sale Price). The Expert shall be such internationally recognised investment advisor as the Defaulting Party and the Non- Defaulting Party may agree or, if they fail to agree within fifteen (15) days of the Evaluation Notice (the Failure Date), the Expert shall be an investment advisor independent of both the Defaulting Party and the Non-Defaulting Party and which shall not have been engaged or otherwise performed services for the JVC or any of its Shareholders during any of the five years prior to the Default Date, as the President for the time being of the International Chamber of Commerce appoints at the request of the Defaulting Party. If the Defaulting Party fails to make such a request within fifteen (15) days from the Failure Date, it shall be deemed to have withdrawn the Evaluation Notice and accepted the Option Price.

The Expert shall act as an expert and not as an arbitrator and its decision, which shall be incorporated in a Certificate (the Certificate), shall be final and binding on the parties. The Expert's fees and expenses shall be born in such proportion as the Expert shall determine and such determination as to such fees and expenses shall be final and binding as the parties.

Core Services

11.6 In the case of a Put Option Notice only, the Defaulting Party shall confirm to the Non-Defaulting party whether it requires the Non-Defaulting Party to continue to provide or procure provision of the relevant Core Services as offered in the Put Option Notice. The Non-Defaulting Party shall be under no obligation to include in the Put Option Notice an offer to further provide such Core Services. The Non-Defaulting Party shall be obliged to provide such Core Services only on the terms and under the conditions which are set out in the Put Option Notice.

Completion

11.7 Subject only to any Regulatory Approvals or if required by the rules and regulations of an internationally recognised stock exchange any necessary approval of shareholders, including of a Holding Company, in general meeting (Approvals):

in each case at the:

In such event, completion of the sale and purchase of the A Shares shall take place within sixty (60) days of the day on which the parties become so bound (the Reference Date) or, if any Approvals have not been obtained by the end of that period, within ten (10) days of the date on which the last Approval to be obtained is obtained. If any Approval has not been obtained within one-hundred and eighty (180) days after the Reference Date, the Put Option Notice or Call Option Notice (as the case may be) shall lapse and have no further effect.

Transfer terms

11.8 The transfer of the A Shares shall be on the following terms:

Power of attorney

11.9 Each of Pearson Internet and MarketWatch hereby irrevocably, and by way of security for the performance of its obligations under this clause 11, appoints the other its attorney in its name and as its act to execute, sign, deliver and do all such deeds, documents, acts or things which the attorney reasonably judges to be necessary for the performance of the obligations of its appointor under this clause 11.

Liquidation upon Milestone Termination Event

11.10 Upon the occurrence of a Milestone Termination Event, an A Shareholder may by notice to the other and to the JVC require (subject to the Board's determination otherwise as provided below in this clause 11.10) that the JVC be put into liquidation. The Board may, upon receipt of such notice by the JVC, within ten (10) days thereafter decide and notify the parties that the JVC shall not be put into liquidation.

Transfer of shares

General

12.1 The provisions of this clause 12 apply in relation to any transfer, or proposed transfer, of Shares in the JVC or any interest in those Shares.

Restriction on transfer

12.2 No Shareholder shall, except as permitted by this clause 12 or with the prior written consent of every other holder of A Shares:

Permitted Transfers

12.3 Except for transfers for which consent is given under clause 12.2 or for intra-Group transfers permitted under clause 12.11, no Shareholder may transfer Shares unless it (the Seller) and/or members of its Group transfer all (and not some only) of the Shares collectively held by them (the Seller's Shares).

Initial period

12.4 Except for intra-Group transfers permitted under clause 12.11, no A Shareholder shall transfer any A Shares during a period of five (5) years from the date of this Agreement without the prior written consent of every other holder of A Shares.

Transfer Notice

12.5 After the end of the initial period referred to in clause 12.4 and before the Seller (and/or any Shareholder in its Group) makes any transfer of the Seller's Shares, the Seller shall first give the other A Shareholder (the Continuing Party) notice (a Transfer Notice) of any proposed transfer together with details of any proposed third party purchaser (a Third Party Purchaser), the purchase price and all other material terms which the Seller and the Third Party Purchaser have agreed. A Transfer Notice is irrevocable except as provided in this clause 12.

Right of Continuing Party to purchase

12.6 On receipt of the Transfer Notice, the Continuing Party shall have the right to buy all (but not some only) of the Seller's A Shares at the price specified in the Transfer Notice (or at such other price as the Seller and the Continuing Party agree) by giving notice to the Seller within sixty days of receiving the Transfer Notice (the Acceptance Period). The parties' obligations to complete the purchase are subject to the provisions of clause 12.7.

Obligation to complete

12.7 The Continuing Party shall be bound (subject only if required by the rules and regulations of an internationally recognised stock exchange to any necessary approvals of its or its Holding Company's shareholders in general meeting and any Regulatory Approvals) to buy the Seller's A Shares on giving the Seller notice that it is exercising its rights under clause 12.6. In such event, completion of the sale and purchase of the Seller's A Shares shall take place within thirty (30) days of the giving of the notice or, if later, the obtaining of all Regulatory Approvals and any necessary shareholder approval of the shareholders of the Continuing Party. Notwithstanding the foregoing, such notice and the Continuing Party's right to buy the Seller's A Shares shall cease to have effect if:

Seller's right to sell to Third Party Purchaser

12.8 If the Continuing Party does not exercise its right to buy under clause 12.6 or any notice given under that clause ceases to have effect pursuant to clause 12.7, the Seller may (subject to clause 12.9 below) transfer the Seller's A Shares on a bona fide arm's length sale to a Third Party Purchaser at a price not less than the purchase price specified in the Transfer Notice provided that:

The A Shareholders shall give (or ensure that any A Shareholders in their respective Groups shall give) any approvals required by the Articles in relation to any transfer of Shares permitted by the terms of this clause 12.

Sale terms

12.9 The sale of any Seller's A Shares to the Continuing Party or a Third Party Purchaser shall be on the following terms:

Agency Authority for Transfers

12.10 The A Shareholders agree that the Board may authorise any person to execute and deliver the necessary transfers of A Shares pursuant to clause 12.9 and the JVC may receive the purchase price on trust for the Seller and cause the Continuing Party or the Third Party Purchaser (or such other person as the Seller may direct pursuant to clause 12.9(d)) to be registered as the holder of the A Shares. The receipt by the JVC for the purchase money shall be a good discharge to the Continuing Party or the Third Party Purchaser. The A Shareholders shall procure that the JVC shall as soon as practicable pay to the Seller the purchase money so received by it.

Intra-Group transfers

12.11 A Shareholder may at any time transfer any of the Shares held by it to a company which is a wholly- owned Subsidiary of that Shareholder or a Holding Company of such Shareholder or any Subsidiary of such Holding Company.

Shareholder ceasing to be a Subsidiary

12.12 Each of Pearson Internet and MarketWatch undertakes to ensure that any Shareholder in its Group shall transfer all of the Shares which it then holds to a person which will still be a member of the Pearson Group or MarketWatch Group (as the case may be) before such Shareholder ceases being a wholly-owned Subsidiary of it at any time.

Bring-along

12.13 The Seller shall use all reasonable endeavours (but without involving any financial obligation on its part) to ensure that the Transfer Notice which it gives under clause 12.5 is accompanied by an offer to the Continuing Party from the Third Party Purchaser to buy all the A Shares held by the Continuing Party on the same terms (including price per Ordinary Share) as are set out in the Transfer Notice. The offer shall be expressed to be irrevocable, governed by English law and open for acceptance by the Continuing Party during the Acceptance Period. If the Transfer Notice is not accompanied by such an offer:

12.14 Whenever, subject to clause 12.15, an A Shareholder transfers A Shares in accordance with the provisions of clauses 12.4 to 12.10 inclusive, it may procure that all B Shares held by any member of its Group are transferred at the same time to the transferee of the A Shares or to any member of the transferee's Group nominated by such transferee. In the event that the intending transferor of A Shares does intend so to procure the transfer of B Shares, it shall say so in the relevant Transfer Notice.

12.15 Upon receipt of a Transfer Notice containing a statement of intention to procure the transfer of B Shares, an A Shareholder may, by written notice to the JVC and the prospective transferor during the Acceptance Period, refuse permission for the transfer of B Shares as contemplated in clause 12.14. In that event, the continuing A Shareholders and the JVC shall procure that the B Shares are redeemed on the date on which transfer of the transferor's A Shares is completed (and, if necessary for such purpose, the continuing A Shareholder shall subscribe further shares in the JVC to enable redemption to occur lawfully).

Financial matters, Information and reporting

Accounting Principles

13.1 The JVC shall adopt accounting principles to be approved by the Board in relation to its financial statements necessary or desirable to enable each of the parties hereto and members of their respective Groups to comply with the financial reporting requirements for public companies in each of the United Kingdom and the United States.

Auditors

13.2 The JVC's auditors shall be PricewaterhouseCoopers or such other firm of chartered accountants of recognised international standing as the parties may agree from time to time.

Financial Year

13.3 The JVC's Financial Year shall be 31 December, unless the A Shareholders agree otherwise.

Dividend policy

13.4 The A Shareholders shall, unless they agree otherwise in relation to any Financial Year, take all steps to ensure that in respect of each Financial Year the JVC distributes promptly by way of dividend all profits, available for distribution in accordance with applicable law, that are surplus to the funding requirements shown in the draft Budget for the following Financial Year attached to the relevant Business Plan. The JVC's Memorandum and Articles shall provide for the ability to pay interim dividends whenever legally permitted.

Inspection and information

13.5 Upon reasonable notice to the management of the JVC each A Shareholder and the Financial Times may examine the separate books, records and accounts to be kept by the JVC during its regular business hours. Each A Shareholder and the Financial Times shall be entitled to receive all information, including monthly management accounts and operating statistics and other trading and financial information as and, in such form as it reasonably requires to keep it properly informed about the business and affairs of the JVC, to enable such party to comply with all applicable laws, rules and regulations applicable to such party in its jurisdiction of organisation or as required by any stock exchanges on which its shares are listed and traded and generally to protect its interests pursuant to this Agreement.

Accounts, Business Plan and Budgets

13.6 Without prejudice to the generality of clause 13.5 the A Shareholders shall procure that:

Confidentiality

Confidentiality obligation

14.1 Each party shall use (and shall ensure that each of its Subsidiaries shall use) all reasonable endeavours to keep confidential (and to ensure that its officers, employees, agents and professional and other advisers keep confidential) any information:

No party shall use for its own business purposes or disclose to any third party any such information (collectively, Confidential Information) without the consent of the A Shareholders except to the extent that disclosure of such Confidential Information is necessary for the purposes of performing their obligations under this Agreement. In performing its obligations under this clause 14, each party shall apply the confidentiality standards and procedures it applies generally in relation to its own confidential information.

Exceptions from confidentiality obligation

14.2 The obligation of confidentiality under clause 14.1 does not apply to:

For the avoidance of doubt, it is agreed by the parties that Financial Times has a need to know within clause 14.2(a) above all Confidential Information and a reasonable need for the disclosure of all Confidential Information to it for the purpose of this Agreement if and for so long as both (a) it is a member of the Pearson Group and (b) it provides or carries out any service or function to or for or on behalf of the JVC or Pearson Internet in connection with the Business or this Agreement (other than solely by means of the FT Trade Mark Licence).

Employees, agents and advisers

14.3 Each party shall inform (and shall ensure that any Subsidiary shall inform) any officer, employee or agent or any professional or other adviser advising it in relation to the matters referred to in this Agreement, or to whom it provides Confidential Information, that such information is confidential and shall instruct them:

The disclosing party is responsible for any breach of this clause 14 by the person to whom the Confidential Information is disclosed.

Return of Confidential Information

14.4 If this Agreement terminates, each party undertakes to the other that it shall (and shall use all reasonable endeavours to procure that its Subsidiaries and its officers, employees, agents, professional and other advisers and those of its Subsidiaries shall) promptly:

(save, in each case, for any submission to or filings with governmental, tax or regulatory authorities).

14.5 Each Party shall ensure that all computer files comprising reports, summaries or other material or information relating to or derived from any documents or copy documents mentioned in clause 14.4 (a) or 14.4 (b) in the possession of such Party shall (in so far as they can, with reasonable effort, be identified and deleted) be deleted from any computer, word processor or other device containing the same.

14.6 Notwithstanding clauses 14.4 and 14.5, the written documents referred to in clause 14.4 which are created and/or owned by such Party or any of its professional advisers and relating to the Business (including any working papers, attendance notes, mark-ups of drafts and similar materials so owned and/or created) and (b) a diskette copy of the computer files referred to above in clause 14.5 (which can, with reasonable effort, be identified and deleted) may be securely stored by such Party but shall be used, or disclosed thereafter to any third party, only for the purpose of actual or potential litigation arising out of or in connection with this Agreement.

Survival after termination

14.7 The provisions of this clause 14 continue to apply if this Agreement is terminated.

Regulatory matters

Co-operation

15.1 The parties shall co-operate with each other to ensure that all information necessary or desirable for making (or responding to any requests for further information following) any notification or filing made in respect of this Agreement, or the transactions contemplated by it, is supplied to the party dealing with such notification and filing and that they are properly, accurately and promptly made.

Regulatory Action

15.2 If any material Regulatory Action is taken or threatened, the parties shall promptly meet to discuss:

Relationship with JVC and Group Members

Contracts

16.1 Each party shall ensure that any contracts (other than the IP Transaction Documents) between the JVC and members of that party's Group are made on an arm's length commercial basis and on terms that are not unfairly prejudicial to the interests of either party or the JVC.

Claims by JVC

16.2 If the JVC has or may have any claim against a party arising out of any agreement entered into by the JVC and any member of that party's Group, that party will ensure that the Directors nominated by any member of its Group shall not do anything to prevent or hinder the JVC asserting or enforcing the claim against the first mentioned party and that they shall, if necessary, enable all decisions regarding such claims to be taken by the directors nominated by the party wishing to assert or enforce the claim. This is without prejudice to any right of the latter party itself to dispute the claim.

Tax matters

Consortium relief

17.1 Each party shall use all reasonable endeavours so that, subject to clause 17.2, all of the JVC's trading losses and other amounts eligible for relief from corporation tax under Chapter IV of Part X of the Income and Corporation Taxes Act 1988 (ICTA) (consortium relief) are surrendered or made available to such Shareholders and/or other members of the relevant party's Group as wish to accept such surrenders to the extent that such persons wish to accept such surrenders and such surrenders are permitted by law. For this purpose:

17.2 No further surrenders of trading losses may be made by the JVC pursuant to clause 17.1 after completion, pursuant to clause 11.7, of the transfer (following occurrence of an Event of Default pursuant to clause 11.1) of A Shares of a Defaulting Party whose Group includes the holder of the B Shares.

Assurances

Exercise of rights and powers of control

18.1 So far as it is legally able, each party agrees with the other to exercise all voting rights and powers (direct or indirect) available to it in relation to any person and/or the JVC to ensure that the provisions of this Agreement (and the other agreements referred to in this Agreement) are completely and punctually fulfilled, observed and performed and generally that full effect is given to the principles set out in this Agreement. Without limitation to the generality of the foregoing, if the B Shares are at any time required, pursuant to this Agreement or the JVC's articles of association, to be redeemed, the parties holding A Shares and B Shares shall cooperate in taking all requisite steps to permit redemption Provided that no party shall be obliged to subscribe further shares to enable such redemption to occur unless specifically required by this Agreement to do so.

Performance by Subsidiaries

18.2 Each A Shareholder and Financial Times shall ensure that its Subsidiaries perform:

The liability of a party under this clause 18.2 shall not be discharged or impaired by any amendment to or variation of this Agreement any release of or granting of time or other indulgence to any of its Subsidiaries or any third party or any other act, event or omission which but for this clause would operate to impair or discharge the liability of such party under this clause 18.2.

Non- assignment

19. No party nor any Shareholder in its Group shall, nor shall purport, to assign, transfer, charge or otherwise deal with all or any of its rights and/or obligations under this Agreement nor grant, declare, create or dispose of any right or interest in it, or sub-contract the performance of any of its obligations under this Agreement in whole or in part (otherwise than pursuant to a transfer of Shares to a third party in accordance with the terms of this Agreement) or the assignment by a party of its interest herein to its wholly-owned direct or indirect subsidiary in accordance with clause 12.11 of this Agreement.

Waiver of rights

20. No waiver by a party of a failure by the other party to perform any provision of this Agreement operates or is to be construed as a waiver in respect of any other failure whether of a like or different character.

Amendments

21. A variation of this Agreement (or of any of the documents referred to in it) is valid only if it is in writing and signed by or on behalf of each party.

Invalidity

22. If any provision of this Agreement is or is held to be invalid or unenforceable, then so far as it is invalid or unenforceable it has no effect and is deemed not to be included in this Agreement. This shall not invalidate any of the remaining provisions of this Agreement. The parties shall then use all reasonable endeavours to replace the invalid or unenforceable provision by a valid provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.

No partnership or agency

23.1 Nothing in this Agreement (or any of the arrangements contemplated by it) is or shall be deemed to constitute a partnership between the parties nor, except as may be expressly set out in it, constitute either party the agent of the other for any purpose.

23.2 Unless the parties agree otherwise in writing, neither of them shall:

Announcements

24.1 No formal public announcement or press release in connection with the signature or subject matter of this Agreement shall (subject to clause 24.2) be made or issued by or on behalf of any party or any of its Subsidiaries without the prior written approval of Pearson Internet if the press announcement or press release is to be made by MarketWatch or by MarketWatch if it is to be made by any other party (such approval not to be unreasonably withheld or delayed).

24.2 If a party has an obligation to make or issue any announcement required by law or by any stock exchange or by any governmental authority, the relevant party shall give the other parties reasonable opportunity to comment on any announcement or release before it is made or issued (provided that this shall not have the effect of preventing the party making the announcement or release from complying with its legal and/or stock exchange obligations).

Costs

25. Each of the parties shall, subject to clause 11.5, pay its own costs, charges and expenses (including taxation) incurred in connection with negotiating, preparing and implementing this Agreement and the transactions contemplated by it. The approved costs, fees and other expenses incurred by any party on behalf of the JVC in accordance with the provisions herein in connection with the formation of the JVC prior to Completion shall be borne equally by the A Shareholders.

Entire agreement

26.1 This Agreement, the IP Transaction Documents and set out the entire agreement and understanding between the parties with respect to the subject matter of it and supersedes any prior understanding or agreement in relation to such subject matter.

26.2 No party has relied or has been induced to enter into this Agreement in reliance on any representation, warranty or undertaking which is not set out in this Agreement.

26.3 A party may claim in contract for breach of warranty under this Agreement but no party shall be liable to any other for any misrepresentation or untrue statement which is not set out in this Agreement.

Conflict with articles

Supremacy of this Agreement

27.1 If the provisions of this Agreement at the date hereof or from time to time hereafter conflict with the Memorandum and Articles or the JVC's other constitutional documents the provisions of this Agreement shall prevail as between the parties. The parties shall:

Transfers of Shares

27.2 Without prejudice to the generality of clause 27.1, the provisions of this Agreement shall prevail in relation to the transfer of Shares and, accordingly:

Termination of agreement

Duration

28.1 This Agreement shall continue in full force and effect until the earlier of (i) termination pursuant to clause 6.1, or (ii) the date that is fifteen years after the date hereof, or (iii) such time as a Pearson Group Member and a MarketWatch Group Member do not both hold A Shares in the JVC. If as a result of any issue, sale or disposal made in accordance with this Agreement the A Shares are not so held, then this Agreement shall terminate and cease to be of any effect. This shall not:

Notices

Notices

29.1 Any notice or other formal communication to be given under this Agreement shall be in writing and signed by or on behalf of the party giving it. It shall be:

In each case it shall be marked for the attention of the relevant party set out in clause 29.2 (or as otherwise notified from time to time under this Agreement). Any notice given by hand delivery, fax or post shall be deemed to have been duly given:

unless there is evidence that it was received earlier than this and provided that, where (in the case of delivery by hand or by fax) the delivery or transmission occurs after 6 pm on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9 am on the next following Business Day. References to time in this clause are to local time in the country of the addressee.

Address of notices

29.2 The addresses and fax numbers of the parties for the purpose of clause 29.1 are:

Address: Number One, Southwark Bridge, London SE1 9HL

Fax No: 0207 873 3960

For the attention of: Company Secretary

Address: 825 Battery Street
San Francisco, California 94111 U.S.A.

Fax No: (415) 392-1954

For the attention of: Chief Executive Officer

With a copy to:

English language

29.3 All notices or formal communications under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

Settlement of disputes

30.1 If any dispute arises in connection with this Agreement or any associated agreement entered into pursuant to this Agreement, the parties concerned shall use all reasonable endeavours to resolve the matter amicably. If one party gives another notice that a material dispute has arisen and the relevant parties are unable to resolve the dispute within thirty (30) days of service of the notice, then the dispute shall be referred to the respective Chairman of MarketWatch and any director of Pearson plc nominated by the Chairman of Pearson plc. No party shall resort to litigation or arbitration against another under this Agreement until thirty (30) days after the referral. This shall not affect a party's right, where appropriate, to seek an immediate remedy for an injunction, specific performance or similar court order to enforce the obligations of another party.

Arbitration

30.2 If any dispute arising out of or in connection with this Agreement is unresolved by the Chairman of MarketWatch and any director of Pearson plc nominated by the Chairman of Pearson plc pursuant to clause 30.1, it shall be referred to and finally settled by arbitration under the Rules of the London Court of International Arbitration by one or more arbitrators appointed in accordance with those Rules. The place of arbitration shall be London. The language of arbitration proceedings shall be English.

Counterparts

31. This Agreement may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.

Governing law

32. This Agreement shall be governed by and construed in accordance with the laws of England.

As witness this Agreement has been signed by the duly authorised representatives of the parties the day and year first before written.

SIGNED by _____ _____ _____
for and on behalf of
FINANCIAL TIMES
GROUP LIMITED

SIGNED by _____ _____ _____
for and on behalf of
MARKETWATCH.COM INC.
LIMITED

SIGNED by _____ _____ _____

duly authorised for and on behalf of
PEARSON INTERNET
HOLDINGS BV in the presence of:

SIGNED by _____ _____ _____

duly authorised for and on behalf of
PEARSON OVERSEAS
HOLDINGS LIMITED in the
presence of:

 

EXHIBIT A

FT Trade Mark Licence

TRADE MARK LICENCE AGREEMENT (this Licence Agreement) made on _____ _____ 2000

Between

(1) FINANCIAL TIMES LIMITED, a company incorporated under the laws of England and Wales, whose registered office is at Number One, Southwark Bridge, London SE1 9HL (the Licensor)

(2) LIMITACE LIMITED (the name of which is proposed to be changed shortly to FINANCIAL TIMES MARKETWATCH.COM (EUROPE) LIMITED), a company incorporated under the laws of England and Wales whose registered office is at Number One Southwark Bridge, London SE1 9HL (the Licensee).

Whereas

(A) The Licensor is the owner of "FT" and "FINANCIAL TIMES" trade marks, short details of the existing registrations and applications for which in the Territory are set out in the Schedule hereto.

(B) The Financial Times Group Limited has entered into a Joint Venture Agreement with MarketWatch.com, Inc. (MarketWatch) (the JV Agreement). Pursuant to the JV Agreement Financial Times Group Limited, Pearson Internet Holdings BV and Pearson Overseas Holding Limited and MarketWatch have agreed to form a joint venture and acquire shares in the Licensee for the purpose of jointly developing the Business and to procure that the Licensee is accordingly given certain rights to use "FT" and "FINANCIAL TIMES" word marks, inter alia, as part of the Corporate Name of the Licensee and in connection with the Business to be conducted by the Licensee, subject to the terms and conditions of this Licence Agreement.

It is agreed as follows

Definitions

1.1 In this Licence Agreement, unless separately defined below or the context otherwise requires, all expressions shall have the meanings given to them in the JV Agreement:

Accounting Period means each of the three month periods ending on 31 March, 30 June, 30 September and 31 December for each year of the Term and the part of any such period from the Effective Date to the end of such period and from the commencement of any such period until 1700 GMT on the final day of the Term or, as the case may be, the date of termination of this Licence Agreement;

Co-Branded Site means a website containing content that derives from and is substantially similar to the content of the Website that is operated under an agreement between the Licensee and a third party to promote and derive revenue for the Business among other things.

Corporate Name means the company, business or trading name of the Licensee;

Domain Name means any domain name used as part of the uniform resource locator (URL) of Websites or Co-Branded Sites on the Internet registered in the name of the Licensee at the domain name registries in the Territory;

Effective Date means the date of this Licence Agreement first set forth above;

Ft.com means the website owned and operated by the Licensor and located on the Internet under the domain name "ft.com";

Internet means the global network of interconnecting computer systems including without limitation the worldwide web;

Licensed Marks means the marks "FT" and "FINANCIAL TIMES" and registrations and applications for registration for these marks in any jurisdiction;

Net Revenues means the total amount of all revenues received in the ordinary course of the Licensee's conduct of the Business less Value Added Tax or any analogous tax in any other jurisdiction, and less usual trade discounts, allowances for returns, and any product packing, insurance and transport costs, but in all events excluding:

Promotional Material means any promotional and advertising materials in any media created by (or on behalf of) the Licensee for the purpose of promoting the Business in the Territory;

Royalty Rate means five percent (5%) for the first five (5) years, and three percent (3%) for the next five years and two percent (2%) for the last five years thereafter until the fifteenth anniversary of the Effective Date.

Term means the period from the Effective Date until the first to occur of the following events:

Website means a website established by (or on behalf of) the Licensee for the purposes of the Business.

1.2 In this Licence Agreement, unless the context otherwise requires:

Grant of Licence

2.1 In consideration of the payment of the royalties pursuant to clause 6 of this Licence Agreement by the Licensee to the Licensor the Licensor hereby grants to the Licensee a non-exclusive, worldwide, royalty-based licence during the Term and for a period of ninety (90) days thereafter, throughout the Territory to use the Licensed Marks:

subject to the terms and conditions of this Licence Agreement. The Licensee may grant sublicenses of the foregoing rights but only as to combination brands listed in Clause 3(f) below (and not as stand alone Licensed Trade Marks) and only for use in connection with Co-Branded Sites (including in links to Co-Branded Sites from other websites), and on and in Promotional Material therefor; provided that, any such sublicensee must execute a sublicense agreement that contains provisions that are, as to the Licensed Trade Marks and as to Licensor, at least as protective as the provisions of this Licence Agreement. Any such sublicence agreements shall provide for expiry co-terminous with the expiry or earlier termination of this Licence Agreement.

Acknowledgement

2.2 The Licensee acknowledges and accepts that, as at the date of this Licence Agreement, the Licensor has not obtained trade mark registrations for Licensed Trade Marks in all countries of the world and accordingly in countries where the licensor has not obtained such registrations the Licensor can and does licence under Clause 2.1 only such unregistered trade mark right, title and interest as it may own in and to the Licensed Trade Marks. The Licensor makes no expres