JOINT VENTURE AGREEMENT (this Agreement) made on June 19, 2000 Between: Whereas: It is agreed as follows:

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 ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (Financial Times);

(2) ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC. incorporated under the laws of the State of Delaware, whose principal place of business is at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (MarketWatch).

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

(4) PEARSON OVERSEAS HOLDINGS LIMITED incorporated under the laws of England and Wales whose registered office is at ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (▇▇▇▇).

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 ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.

(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 ▇▇▇▇. 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, ▇▇▇▇ 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 ▇▇▇▇ pursuant to the Financial Times Trade ▇▇▇▇ 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 ▇▇▇▇ pursuant to the MarketWatch Trade ▇▇▇▇ 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:

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 ▇▇▇▇ 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 ▇▇▇▇ 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 ▇▇▇▇ 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;

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

FT Trade ▇▇▇▇ Licence means the trade ▇▇▇▇ 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 "▇▇▇▇▇▇▇▇▇▇▇.▇▇▇";

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 ▇▇▇ ▇▇▇▇;

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

IP Transaction Documents means the FT Trade ▇▇▇▇ Licence, the MarketWatch Trade ▇▇▇▇ 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;

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

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 ▇▇▇▇ Licence means the trade ▇▇▇▇ 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, ▇▇▇▇, Financial Times and MarketWatch (and party shall be construed accordingly);

Pearson Group means ▇▇▇▇▇▇▇ 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:

(a) any order of a court of competent jurisdiction; or

(b) any order, decision or conclusive view made, given or expressed by a competent supranational, governmental or regulatory authority or agency; or

(c) an enactment of a legislative body which:

(ii) after Completion would materially prohibit or restrict the carrying on of the Business of the JVC;

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:

(a) a majority of the voting rights exercisable at general meetings of the members of that undertaking on all, or substantially all, matters; or

(b) the right to appoint or remove directors having a majority of the voting rights exercisable at meetings of the board of directors of that undertaking on all, or substantially all, matters,

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.

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.

(a) the JVC may apply for and maintain registrations for internet domain names consisting of the marks "▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇", "FT MarketWatch", "Financial Times MarketWatch", "FTMW", "▇▇▇▇.▇▇▇", "▇▇▇▇▇▇.▇▇▇" and "FTMKTW" and for other confusingly similar domain names (and for any other domain names with the consent of the A Shareholders) (the Composite Marks);

(b) subject to clause 2.8(a) above, the JVC shall not in any territory acquire or claim any interest in or title to the Composite Marks or the goodwill attaching thereto through its use of those marks pursuant to this Agreement, the Financial Times Trade ▇▇▇▇ Licence or the MarketWatch Trade ▇▇▇▇ Licence; and

(c) all goodwill arising through use of the Composite Marks by the JVC in any territory shall at all times be deemed to have accrued jointly to Financial Times Limited and MarketWatch.

(a) its name shall be `Financial Times ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (Europe) Limited' (or such other name as the parties may agree);

(b) the Memorandum and Articles shall be in the agreed form;

(c) it shall have an authorised share capital of 55,000 pounds sterling divided into 250,000 A Shares of 10p and 30,000 B Shares of 1 pound sterling each of which:

(ii) 1 A Share shall be allotted and issued credited as fully paid in cash at a premium of 1,098.90 pounds sterling to, and registered in the name of and beneficially owned by, Pearson Internet;

(iii) the original subscriber share shall be transferred to, and registered in the name of, Pearson Internet and subdivided and converted into 10 A Shares of 10p each;

(iv) 5,000 A Shares shall be allotted and issued credited as fully paid in cash at a premium of 99.90 pounds sterling per A Share to, and registered in the name of and beneficially owned by, such of MarketWatch (or MarketWatch Group Members) as MarketWatch shall have decided; and

(v) 30,000 B Shares shall be allotted and issued credited as fully paid in cash at par to, and registered in the name of and beneficially owned by, ▇▇▇▇.

(d) its initial directors shall be the persons listed in clause 9.3;

(e) the initial Chairman shall be ▇▇▇▇▇ ▇▇▇▇▇▇, the initial Editor in Chief shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇ and the initial Chief Executive Officer shall be ▇▇▇▇ ▇▇▇▇▇▇▇;

(f) its initial Secretary shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇;

(g) its registered office shall be at Number One, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇.

(a) the exercise of its voting rights as a member of the JVC;

(b) the obtaining of such approvals of the Pearson Internet Directors and the Marketwatch Directors as may be required pursuant to the provisions of clause 10; and

(c) the subscription by the A Shareholders, pro-rata to their existing holdings of A Shares, for any fresh issue of A Shares (at par) as may be required in order to enable the B Shares to be redeemed lawfully.

(a) the JVC being formed in accordance with the terms of clause 3.1;

(b) to the extent any clearances under any relevant national or supranational merger control rules, or other anti-trust or similar legislation are required or are reasonably considered desirable by either party, such clearances having been received on terms reasonably satisfactory to the parties or the relevant time limits or waiting periods (including any extensions) having expired or been terminated (as the case may be) without any decision having been made to investigate the transaction further;

(c) all other government, governmental body or regulatory authority (including any stock exchange) consents (including the expiry of any period following a notification such that consent is deemed to be given or no consent is required) which are required for the actions contemplated by this Agreement being obtained in terms satisfactory to each of the Financial Times and MarketWatch;

(d) no material Regulatory Action (or action, proceeding or proposal which if successfully pursued by the person initiating the same would result in a Regulatory Action) being taken which has not been revoked, annulled, withdrawn, discontinued, abandoned, repealed, discharged or otherwise ceased to have effect;

(e) the A Shareholders having agreed upon the Business Plan (including Budget and Funding Schedule) for each of the first two Financial Years in accordance with clause 5.2 and upon the total of Additional Capital Contributions that each of them may be required to make pursuant to clause 8.2 below; and

(f) agreement by the parties of the terms upon which the JVC shall use the Financial Times MarketWatch trade ▇▇▇▇ and upon which that trade ▇▇▇▇ will be owned and used following termination of this Agreement.

(a) its business is conducted in such a way as not to prejudice its ability to perform its obligations under this Agreement; and

(b) it takes all reasonable measures to protect and maintain the assets to be contributed by it to the Business.

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.

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.

(a) the A Shareholders shall ensure that, to the extent not carried out by that date, the JVC is promptly established with the characteristics set out in clause 3; and

(b) Financial Times or, as appropriate, MarketWatch shall execute or procure the execution of, and the Shareholders shall ensure that the JVC executes and delivers, the following ancillary agreements on the same terms and conditions and otherwise substantially in the form attached hereto:

(i) the Financial Times Trade ▇▇▇▇ Licence;

(ii) the MarketWatch Trade ▇▇▇▇ Licence;

(iii) the MarketWatch Technology Licence.

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.

(a) one-half of the additional shares are issued to Pearson Internet or such other member of the Pearson Group as shall be nominated by Pearson Internet; or

(b) one-half of the additional shares are issued to MarketWatch and/or such other member of the MarketWatch Group as shall be nominated by MarketWatch,

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 ▇▇▇▇ so elects, for cash at par to ▇▇▇▇ 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 ▇▇▇▇ 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 ▇▇▇▇, 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.

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:

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 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇.

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.

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

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

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;

(ii) within the ordinary course of business but has a value of more than 10,000 pounds sterling or is not on commercial arm's length terms;

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

(a) if a Defaulting Party (or any member of its Group) does not pay any amount payable by it under clause 8.3 of this Agreement in the manner in which it is expressed to be payable in this Agreement within ten (10) Business Days of the due date;

(b) if a Defaulting Party (or any member of its Group) commits a breach of any of its other obligations under this Agreement (not being a breach referred to in clause 11.1(a)) or under any of the IP Transaction Documents which, alone or taken together with any other such breach or breaches, is material in the context of the Business of the JVC and the other A Shareholder (the Non-Defaulting Party) serves written notice upon the Defaulting Party specifying the breach in reasonable detail and requiring the Defaulting Party immediately to stop or procure the stopping of the breach and if the breach is remediable, to make, or cause to be made, good the results of the breach within thirty (30) days, and (i) the Defaulting Party fails to so stop, or (ii) if either the breach is not remediable, or, if remediable, is not remedied within such thirty (30) days;

(c) if that A Shareholder convenes a meeting of its creditors or makes or proposes any arrangement or composition with, or any assignment for the benefit of, its creditors; or

(d) a court of competent jurisdiction makes an order or a resolution is passed, for the dissolution or administration of that A Shareholder (otherwise than in the course of a reorganisation or restructuring previously approved in writing by the other A Shareholder, such approval not to be unreasonably withheld or delayed); or

(e) any person other than a member of the other A Shareholder's Group takes any step (and it is not withdrawn or discharged within ninety (90) days) to appoint a liquidator, manager, receiver, administrator, administrative receiver or other similar officer in respect of any assets which include either (i) the Shares held by that A Shareholder, its Holding Company or any Subsidiary of such Holding Company or (ii) shares in that A Shareholder or any Holding Company of it.

(a) require the Defaulting Party to buy (the Put Option) all of the Non-Defaulting Party's A Shares on the terms set out in clause 11.3. The Put Option may be exercised by notice (the Put Option Notice) from the Non-Defaulting Party given at any time within thirty (30) days of the Event of Default (and following any cure period, if applicable);

(b) require the Defaulting Party to sell to the Non-Defaulting Party, or procure the sale to it, (the Call Option) all of the A Shares held by the Defaulting Party, its Holding Company and subsidiary of such Holding Company on the terms set out in clause 11.4. The Call Option may be exercised by notice (the Call Option Notice) from the Non-Defaulting Party to the Defaulting Party given at any time within thirty (30) days of the Event of Default; or

(c) require by notice to the Defaulting Party that the JVC be put into liquidation immediately.

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

(a) the price at which the Non-Defaulting Party's A Shares are to be bought; and

(b) the terms (if any) on which the Non-Defaulting Party in its absolute discretion is willing to continue to provide or procure the provision of any or all of the Core Services provided by it or any of it. For the avoidance of doubt the provisions of this clause 11.3 shall not constitute an obligation on the Non-Defaulting Party to continue to provide such Core Services.

11.4 If a Call Option Notice is served:

(a) it must state the price at which the Defaulting Party's A Shares (and those of any Holding Company of the Defaulting Party or of any Subsidiary of such Holding Company) are to be sold; and

(b) the Defaulting Party must continue to provide or procure the provision of the relevant Core Services on the same terms as such services have been provided in the twelve month period prior to the date of the Call Option Notice for (subject to the terms of the IP Transaction Documents) a period of two years (or a shorter period with the consent of the Non-Defaulting Party) from the date of the Call Option Notice.

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.

(a) in the case of a Call Option Notice, the Defaulting Party shall be bound to sell and the Non-Defaulting Party shall be bound to buy the Defaulting Party's Shares; and

(b) in the case of a Put Option Notice, the Non-Defaulting Party shall be bound to sell and the Defaulting Party shall be bound to buy the Non-Defaulting Party's Shares

in each case at the:

(a) Option Price, if the Defaulting Party fails to notify the Non-Defaulting Party within the ten day period referred to in clause 11.5;

(b) Sale Price, if the Defaulting Party notifies the exercise of its rights under clause 11.5.

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.

(a) the A Shares shall be sold free from all liens, charges and encumbrances and third party rights, together with all rights of any nature attaching to them including all rights to any dividends or other distributions declared, paid or made after the date of the Call Option Notice or Put Option Notice (as the case may be);

(b) with effect from the completion date with respect to a Call Option Notice, the Non-Defaulting Party shall assume any obligations of the Defaulting Party and, with respect to a Put Option Notice, the Defaulting Party shall assume the obligations of the Non-Defaulting Party and any member of their respective Groups under, and shall ensure the release of, any guarantees, indemnities, letters of comfort and/or counter-indemnities to third parties in relation to the business of the JVC. This is without prejudice, in the case of a Call Option Notice, to the Non-Defaulting Party's right and, in the case of a Put Option Notice, the Defaulting Party's right to receive a contribution from the other A Shareholder for its share of any claims attributable to any liabilities arising in respect of the period before the completion date;

(c) in the case of a Call Option Notice, the Defaulting Party shall deliver to the Non-Defaulting Party duly executed transfer(s) in favour of the Non-Defaulting Party or as it may direct and, in the case of a Put Option Notice, the Non- Defaulting Party shall deliver to the Defaulting Party duly executed transfer(s) in favour of the Defaulting Party or as it may direct, together with, if appropriate, share certificate(s) for the A Shares and a certified copy of any authority under which such transfer(s) is/are executed;

(d) against delivery of the transfer(s), the Option Price or the Sale Price (as the case may be) shall be paid by electronic transfer to the relevant party's bank account;

(e) the A Shareholders shall ensure (insofar as they are able) that the relevant transfer or transfers (subject to their being duly stamped, stamp duty to be paid by the party acquiring the Shares pursuant to the Put Option Notice or the Call Option Notice as the case may be) are registered in the name of the relevant Shareholder or as it may direct;

(f) the A Shareholders shall do all such other things and execute all other documents (including any deed) to give effect to the sale and purchase of the A Shares pursuant to this clause 11.

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.

(a) transfer any Shares;

(b) grant, declare, create or dispose of any right or interest in any Shares; or

(c) create or permit to exist any pledge, lien, fixed or floating charge or other encumbrance over any Shares.

(a) any necessary approval of the Continuing Party's shareholders in general meeting is not obtained within the thirty (30) day period; or

(b) any necessary Regulatory Approval is not obtained within one-hundred and eighty (180) days of the giving of the notice; or

(c) earlier than the end of the one-hundred and eighty (180) day period referred to in clause 12.7(b), any relevant authority conclusively refuses to grant any such Regulatory Approval.

(a) the Third Party Purchaser acquiring the Seller's A Shares would not, in the Continuing Party's reasonable opinion, be materially detrimental to the JVC's interests;

(b) the Third Party Purchaser (or any shareholder of it) is not directly or indirectly a substantial competitor of the Continuing Party or the JVC; and

(c) the transfer is completed within one-hundred and eighty (180) days after the latest of:

(ii) if any notice given by the Continuing Party has ceased to have effect pursuant to clause 12.7, the date on which that notice ceased to have effect.

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.

(a) the Seller's A Shares will be sold free from all liens, charges and encumbrances and third party rights and together with all rights of any nature attaching to them including all rights to any dividends or other distributions declared, paid or made after the date of the Transfer Notice;

(b) the Continuing Party/Third Party Purchaser shall assume, with effect from the completion date, any obligations of the Seller and any member of its Group under (and shall procure the release of) any guarantees, indemnities, letters of comfort and/or counter-indemnities to third parties in relation to the business of the JVC. Where the buyer is the Continuing Party, any such assumption shall be without prejudice to the Continuing Party's right to receive a contribution from the Seller for its share of any claims attributable to any liabilities arising in respect of the period before the completion date;

(c) if the buyer is a Third Party Purchaser, it shall take an assignment of, or make available equivalent finance in place of, any loans, loan capital, borrowings and indebtedness in the nature of borrowing (but excluding, for the avoidance of doubt, any debts incurred in the ordinary course of trade which are at the relevant time outstanding on inter-company accounts) owing at that time from the JVC to the Seller or any member of its Group;

(d) the Seller shall deliver to the Continuing Party/Third Party Purchaser duly executed transfer(s) in favour of the Continuing Party/Third Party Purchaser, or as it may direct, together with the appropriate share certificate(s) in respect of the Seller's A Shares and a certified copy of any authority under which such transfer(s) is/are executed;

(e) against delivery of the transfer(s), the Continuing Party/Third Party Purchaser shall pay the total consideration for the relevant Seller's A Shares to the Seller by electronic transfer of immediately available funds on the completion date.

(f) the A Shareholders shall ensure (insofar as they are able) that the relevant transfer or transfers (subject to their being duly stamped, stamp duty to be paid by the Continuing Party/Third Party Purchaser) are registered in the name of the Continuing Party/Third Party Purchaser or as it may direct;

(g) the Seller shall do all such other things and execute all other documents (including any deed) as the Continuing Party/Third Party Purchaser may reasonably request to give effect to the sale and purchase of the Seller's A Shares;

(h) if the buyer is a Third Party Purchaser, it shall enter into an agreement with the Continuing Party to be bound (in terms reasonably satisfactory to the Continuing Party) by provisions corresponding to the Seller's obligations under this Agreement including (but without limitation) those under this clause 12. If requested by the Third Party Purchaser, the Seller shall ensure that all the Directors appointed by it resign and the resignation(s) take effect without any liability on the JVC for compensation for loss of office or otherwise.

(a) the Acceptance Period for the purposes of clause 12.6 shall, notwithstanding the terms of clause 12.6, be extended to a period of one hundred and eighty days from the date of receipt of the Transfer Notice;

(b) the Seller shall use all reasonable endeavours during the extended Acceptance Period (but without involving any financial obligation on its part) to ensure that:

(ii) the Continuing Party may participate fully at its own expense in all negotiations and discussions between the Seller and the Third Party Purchaser or their respective agents; and

(c) subject to any confidentiality obligations owed to third parties, the Seller shall give the Continuing Party full access to all documents and information in the Seller's possession or under its custody and control which:

(ii) the Continuing Party may require in connection with negotiations and discussions with the Third Party Purchaser.

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).

(a) the JVC shall supply the parties with: (i) copies of unaudited accounts for the JVC (complying with all relevant legal requirements) not more than ten (10) days following the end of each quarterly period of each Financial Year, and (ii) a copy of the audited annual accounts for the JVC not later than sixty (60) days following the end of each Financial Year;

(b) the draft Business Plan for any Financial Year, including the draft Budget and any requisite draft Funding Schedule, shall be submitted to the Board for approval at the latest three months before the end of the previous Financial Year and that the Board shall use its best efforts to agree the Business Plan for any Financial Year at the latest three months after the beginning of the Financial Year to which it relates;

(c) if the Board has not approved the terms of the draft Budget at the beginning of the respective Financial Year, then the Business of the JVC shall continue for three months after the beginning of the Financial Year in question on the Budget for the previous Financial Year plus 3%;

(d) the Board shall as soon as reasonably practical, but in any event not more than fifteen Business Days after the end of each calendar month, prepare management accounts (which, for the avoidance of doubt, compare the JVC's performance against the Budget and Business plan) for the JVC; and

(e) the Board shall report at least monthly in writing on the implementation of the Business Plan and on all transactions outside the ordinary course of business and shall cause copies of the relevant Board Minutes to be settled and distributed promptly to the parties.

(a) which it may have or acquire before or after the date of this Agreement in relation to the JVC's customers, business, assets or affairs; this includes, without limitation, any information provided pursuant to clause 11;

(b) which it may have or acquire before or after the date of this Agreement in relation to the customers, business, assets or affairs of any member of the Other Group resulting from:

(ii) being a shareholder in the JVC;

(iii) having appointees on the Board; or

(iv) exercising its rights or performing its obligations under this Agreement; or

(c) which relates to the contents of this Agreement (or any agreement or arrangement entered into pursuant to this Agreement including, without limitation, the IP Transaction Documents).

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.

(a) the disclosure (subject to clause 14.3) on a `need to know' basis to another member of the same Group or a party hereto where the disclosure is reasonably necessary for the purpose of this Agreement;

(b) information which is independently developed by the relevant party or acquired from a third party to the extent that it is acquired with the right to disclose the same;

(c) the disclosure of information to the extent required to be disclosed by law, any stock exchange regulation or any binding judgement, order or requirement of any court or other competent authority provided, that the disclosing party shall first give the other party such prior notice of such requirement as is reasonably practicable and to the extent that it is reasonably practicable, shall act to obtain or permit the other party to act to obtain confidential treatment for all such Confidential Information required to be disclosed;

(d) the disclosure of information to any tax authority to the extent reasonably required for the purposes of the tax affairs of the party concerned or any member of its Group;

(e) the disclosure (subject to clause 14.3) in confidence to a party's professional advisers of information reasonably required to be disclosed for a purpose reasonably incidental to this Agreement;

(f) information which becomes within the public domain (otherwise than as a result of a breach of this clause 14); or

(g) any announcement made in accordance with the terms of clause 24.

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 ▇▇▇▇ Licence).

(a) to keep it confidential; and

(b) not to disclose it to any third party (other than those persons to whom it has already been disclosed in accordance with the terms of this Agreement).

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

(a) return to the other party or the JVC all original documents containing Confidential Information belonging to, or relating to, such other party or the JVC which it has or they have; and

(b) destroy any copies of such documents and any other document or other written record reproducing, containing or made from or with reference to the Confidential Information and shall, upon request, provide a certificate of an authorised officer attesting to such destruction.

(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, ▇▇▇▇-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.

(a) the situation and the action to be taken as a result; and

(b) whether any modification to the terms of this Agreement (or any agreement entered into pursuant to this Agreement) should be made in order that any requirement (whether as a condition of giving any approval, exemption, clearance or consent or otherwise) of the European Commission or any other regulatory authority may be reconciled with, and within the intended scope of, the business arrangement contemplated by this Agreement. The parties shall co-operate to give effect to any agreed modifications.

(a) the JVC and each party shall give all consents and take such other action (including, in the case of the JVC, submission of computations) as may reasonably be required to ensure that surrenders are promptly and effectively made within any relevant time limits;

(b) each party shall ensure, in respect of each surrender that the relevant claimant company makes a payment in relation to the amount surrendered (as referred to in s402(6) ICTA) within nine (9) months of the end of the relevant claim period date (within the meaning of s403A ICTA);

(c) the amount of any payment referred to in paragraph (b) shall be equal to 25 ▇▇▇▇▇ in the pound for the losses surrendered);

(d) to the extent that it is determined that relevant losses or other amounts surrendered are not available for surrender for reasons other than insufficiency of profits of the claimant or other members of the relevant party's Group then so much (up to a maximum of fifteen (15) per cent.) of the relative payment made pursuant to paragraph (b) above shall be subject to return.

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.

(a) all obligations under this Agreement which are expressed to relate to members of its respective Group (whether as Shareholders or otherwise) and

(b) all obligations under any agreement entered into by any of its Group pursuant to this Agreement.

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.

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

(a) enter into any contracts or commitments with third parties as agent for the JVC or for the other party; or

(b) describe itself as such an agent or in any way hold itself out as being such an agent.

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).

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.

(a) exercise all voting and other rights and powers available to them to give effect to the provisions of this Agreement; and

(b) (if necessary) ensure that any required amendment is made promptly (from time to time) to the Memorandum and Articles or other constitutional document of the JVC to ensure that there is no longer any such conflict.

(a) no Shareholder shall use the provisions of any Article of the Articles of the JVC to frustrate the operation of clauses 11 or 12 of this Agreement;

(b) each A Shareholder shall promptly give (or ensure that any Shareholder in its Group promptly gives) any approval under the Articles of the JVC which is necessary or appropriate to give full and immediate effect to the procedure contemplated by the provisions of clauses 11 or 12 and/or any transfer of Shares permitted under this Agreement; and

(c) each A Shareholder, irrevocably and by way of security for the performance of its obligations under this Agreement to transfer Shares, appoints each other party its attorney to execute, sign and do all such deeds, documents, acts and things as are reasonably required for the purpose of or in connection with effecting and perfecting any such transfer of Shares.

(a) relieve any party from any liability or obligation for any matter, undertaking or condition which has not been done, observed or performed by that party before termination;

(b) affect the terms of any agreement replacing this Agreement entered into by Pearson Internet and MarketWatch, or any successor of either of them holding A Shares;

(c) affect the terms of clauses 11.4(b) and 11.6 (continuing provision of Core Services), clause 14 of this Agreement (Confidentiality), clause 24 (Announcements), clause 30 (Settlement of Disputes) and clause 32 (Governing Law).

(a) sent by fax to the number set out in clause 29.2 with confirmation of receipt; or

(b) delivered by hand or sent by prepaid recorded delivery, special delivery, registered post or prepaid internationally recognised courier to the relevant address in clause 29.2.

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:

(a) if hand delivered, when delivered;

(b) if sent by fax, twelve (12) hours after the time of despatch;

(c) if sent by recorded delivery, special delivery or registered post, at 10 am on the second Business Day from the date of posting;

(d) if sent by prepaid internationally recognised courier, 48 hours from the date of posting,

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.

(a) Financial Times:

Fax No: ▇▇▇▇ ▇▇▇ ▇▇▇▇

For the attention of: Company Secretary

(b) MarketWatch:

Fax No: (▇▇▇) ▇▇▇-▇▇▇▇

With a copy to:

Fenwick & West LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

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

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

(1) FINANCIAL TIMES LIMITED, a company incorporated under the laws of England and Wales, whose registered office is at Number ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the Licensor)

(2) LIMITACE LIMITED (the name of which is proposed to be changed shortly to FINANCIAL TIMES ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (EUROPE) LIMITED), a company incorporated under the laws of England and Wales whose registered office is at Number One ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the Licensee).

(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 ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, 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.

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;

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

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:

(a) any revenue derived from the Licensor or MarketWatch; and

(b) revenue attributable to enterprises that are acquired by Licensee, with such revenue for each relevant year deemed fixed as of the date of such enterprises' acquisition, by computing the enterprise's revenue for the 12 month period ended immediately prior to the date of its acquisition;

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:

(a) termination of this Licence Agreement pursuant to Clause 8.2 below; or

(b) expiration or earlier termination of the JV Agreement pursuant to Clause 28.1 of the JV Agreement; or

(c) on Financial Times ceasing to provide Core Services pursuant to Clause 11.6 of the JV Agreement; or

(d) on liquidation of the JVC pursuant to Clauses 10.5 or 11.10 of the JV Agreement.

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:

(a) references to persons shall include individuals, bodies corporate (whenever incorporated), unincorporated associations and partnerships;

(b) the headings are inserted for convenience only and shall not affect the construction of the Agreement;

(c) references to one gender shall include each gender and all genders;

(d) any reference to an enactment is a reference to it as from time to time amended, consolidated or re-enacted (with or without modification) and includes all instruments or orders made under such enactments.

(a) in any page of the Website and any Co-Branded Site (including in any hypertext links within the Website which link to ▇▇.▇▇▇);

(b) as part of the Domain Name and to register such Domain Name at the domain name registries in the Territory;

(c) on and in the Promotional Material;

(d) as part of the Corporate Name; and

(e) in connection with the Business,

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.

(a) it will use the Licensed Marks only as licensed herein and not otherwise;

(b) consistent with prudent business judgement and Clause 3.1(a) of the JV Agreement, the Licensed Marks shall form part of the branding of the Business will be used prominently in the Website;

(c) the Website and the Promotional Material will conform to such standards of quality as the Licensor may from time to time reasonably require, which shall be no lower than that generally achieved by the Licensor in providing ▇▇.▇▇▇ and related goods and services in the course of its business as at the date of this Licence Agreement;

(d) it will not use the Licensed Marks in a manner which is reasonably likely to be prejudicial to the use of the Licensed Marks by the Licensor or its successors, assignees or licensees;

(e) the Licensed Marks shall be used in a layout, form, size, printing style, colour and type face to be approved by the Licensor in advance of use (such approval not to be unreasonably withheld or delayed);

(f) it will not use the Licensed Marks together or in combination with any other marks, names, logos, symbols or devices without the prior written consent of the Licensor, other than in the forms:

(ii) "Financial Times MarketWatch"; and

(iii) as part of, or in reference to (including but not limited to use in keywords or metatags), the Domain Names only, "FT ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇" "FT MarketWatch", "▇▇▇▇▇▇.▇▇▇" and "FTMKTW".

Provided, however, that the marks in paragraphs 3(f) (ii) and (iii) (but not the Licensed Marks alone) may be used in other combinations with third party trade marks in describing a Co-Branded Site.

(g) it will not use any device ▇▇▇▇, logo, or symbol which is substantially similar to or so nearly resembles the Licensed Marks as to be likely to cause deception or confusion;

(i) it will not use the Licensed Marks in a manner which is reasonably likely to cause material harm to the goodwill attaching to the Licensed Marks;

(j) it will meet, no more than quarterly, if so required by the Licensor, to discuss the maintenance of the above standards of quality and presentation.

(a) all rights in and to the Licensed Marks belong to the Licensor (subject only to the limited rights granted herein);

(b) it shall not in any territory acquire or claim any interest in or title to the Licensed Marks or the goodwill attaching thereto by virtue of the rights granted to it under this Licence Agreement or through its use of the Licensed Marks under this Licence Agreement; and

(c) all goodwill arising through use of the Licensed Marks by the Licensee in any territory shall at all times be deemed to have accrued to the Licensor.

5.2 Further, the Licensee undertakes that:

(a) it shall not, in any jurisdiction, apply to register, register or seek to register any trade marks, domain names, (other than Domain Names, the Corporate Name and name combinations set forth in paragraphs 3(f) (ii) and (iii) above, as licensed herein), copyright or analogous right which is identical with or substantially similar to or includes any of the Licensed Marks;

(b) it shall use its best endeavours not to do anything which is reasonably likely to prejudice the Licensor's rights in and to the Licensed Marks;

(c) at the Licensor's request and reasonable expense, it shall execute or procure the execution of any document which may be necessary to allow the recordal of the rights granted to the Licensee under this License Agreement and the corresponding cancellation of such recordal on the termination or expiry of this Licence Agreement, for whatever reason;

(d) at the Licensor's request and reasonable expense, it shall provide the Licensor with such reasonable assistance as the Licensor considers necessary for the purpose of pursuing any application or obtaining or maintaining any registration of the Licensed Marks.

6.6 If any dispute shall arise between the parties hereto as to any royalty payment to be made hereunder, such dispute shall be determined by an accountant appointed in default of agreement between the parties by the President for the time being of the Institute of Chartered Accountants in England and Wales who shall act as an expert and not as an arbitrator and the fees and expenses of the accountant shall be borne equally by the parties unless the accountant directs otherwise.

6.7 All payments to be made by the Licensee to the Licensor shall be made in a mutually agreed manner.

6.8 Licensor shall have the right, at its own expense, to use certified accounting representatives reasonably acceptable to Licensee to make examinations and audits, by prior arrangement, during normal business hours, of Licensee's accounts that contain information supporting or reflecting Licensee's calculation of the statement provided under Clause 6.2(a) of this Licence Agreement. Any information so revealed shall be maintained in strict confidence by both the certified accounting representative and Licensee, shall not be disclosed by either of them to any third party, and shall be used solely to verify Licensee's calculation of the statement provided under Clause 6.2(a).

7.1 The provisions of Section 30(2) of the Trade Marks Act 1994 (as amended, re-enacted or replaced from time to time) or similar or analogous legislation in any country in the world, if any, are expressly excluded by the parties for the purposes of this Licence Agreement.

7.2 (a) Subject as provided in clause 7.2(b) below, the Licensor shall have the exclusive right in its sole and absolute discretion, and at its own expense, to assume the conduct of all actions and proceedings relating to the Licensed Marks in any country in the world and the Licensee agrees to provide to the Licensor at the Licensor's reasonable expense all assistance which the Licensor may reasonably require in connection therewith. Any costs or damages recovered as a result of any such actions or proceedings shall be for the account of the Licensor unless any such infringements have clearly caused financial loss to the Licensee in which case the parties agree to negotiate in good faith an appropriate allocation of any damages so recovered.

7.2 (b) If the Licensor decides not itself to bring any action for infringement of the Licensed Marks in any jurisdiction, the Licensor shall at the request of the Licensee lend its name to infringement proceedings taken by the Licensee in that jurisdiction, subject to receiving an indemnity from the Licensee in respect of the costs or liabilities so incurred by the Licensor and provided always that the Licensor shall have the right to approve all matters relating to the conduct of any proceedings taken in its name such approval not to be unreasonably withheld or delayed. Any costs or damages recovered as a result of proceedings taken by the Licensee shall be for the account of the Licensee unless any such infringements have clearly caused financial loss to the Licensor in which case the parties agree to negotiate in good faith an appropriate allocation of any damages so recovered.

7.3 The Licensee shall stop using the Licensed Marks anywhere in the world as soon as reasonably practicable after receipt of written notice from the Licensor (or the Licensor's trade ▇▇▇▇ agents or legal advisers from time to time) which reasonably demonstrates that such use infringes the intellectual property rights of any third party.

8.2 The Licensor may terminate this Licence Agreement by giving written notice to the Licensee and MarketWatch effective forthwith:

(a) if the Licensee challenges, by formal action taken with any governmental agency, the validity of the Licensed Marks or the Licensor's right to use or license the Licensed Marks; or

(b) if the Licensee commits a material breach of any term or condition of this Licence Agreement and such breach continues unremedied for more than 45 days after the Licensor has served a notice in writing on the Licensee giving details of the breach requiring its remedy by the Licensee or the Licensee, commits a material breach of any term or condition of this Licence Agreement which is not capable of remedy, or commits persistent breaches of any term or condition of this Licence Agreement (whether or not material and whether or not capable of remedy); or

(c) if (save for the purposes of a voluntary reorganisation, reconstruction or amalgamation) an order is made or a resolution is passed for the winding-up of the Licensee or if a provisional liquidator is appointed in respect of the Licensee, or if an administration order is made in respect of the Licensee, or if a receiver (which expression shall include an administrative receiver) is appointed in respect of the Licensee or all or any of its assets and is not discharged within a period of 30 days, or if the Licensee is unable to pay its debts within the meaning of Section 123 of the Insolvency ▇▇▇ ▇▇▇▇ or any analogous or equivalent legislation in any country of the world, or if any voluntary arrangement is proposed in respect of the Licensee under Section 1 of the Insolvency ▇▇▇ ▇▇▇▇ or any analogous or equivalent legislation in any country of the world; or

(d) upon a change of Control of MarketWatch.

(a) the rights and licence granted hereunder to the Licensee shall cease and the Licensee shall immediately discontinue any and all use of the Licensed Marks; and

(b) the Licensor may request that the Licensee delete or remove the Licensed Marks from or (where such deletion or removal is not reasonably practicable) destroy and provide to the Licensor satisfactory evidence of destruction, deletion or removal or if the Licensor shall so elect deliver to the Licensor, at the Licensor's cost, for destruction all materials in the possession or control of the Licensee to which the Licensed Marks is affixed; and

the Licensee shall otherwise cease all use of the Licensed Marks, including without limitation all use of the trade ▇▇▇▇ "Financial Times MarketWatch".

9.2 Within ninety (90) days of expiry or termination of this Licence Agreement for any reason the Licensee shall provide to the Licensor satisfactory evidence that it has changed its Corporate Name so as not to include any of the Licensed Marks.

9.3 Within ninety (90) days of expiry or termination of this License Agreement for any reason the Licensee shall provide to the Licensor satisfactory evidence that it has either changed the Domain Name so as not to include any of the Licensed Marks or cancelled the Domain Name.

9.4 Termination of this Licence Agreement shall be without prejudice to the rights of either party which may have accrued up to the date of such termination.

(a) in the case of delivery by hand, when delivered;

(b) in the case of fax, twelve (12) hours after the time of despatch;

(c) in the case of recorded delivery, special delivery or registered post, at 10 a.m. on the Second Business Day from the date of posting;

(d) in the case of prepaid internationally recognised courier, 48 hours from the date of posting.

10.2.2 The addresses of the parties for the purposes of Clause 10.2.1 are as follows

(a) Address for notices to the Licensor:

(b) Address for notices to the Licensee:

In Witness Whereof the parties have executed this Licence Agreement on the date hereinbefore mentioned:

TRADEMARK LICENSE DEED (the Deed) made on _____ _____ 2000

(1) ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC., a company incorporated under the laws of state of Delaware, USA whose business offices are located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ (the Licensor); and,

(2) LIMITACE LIMITED (the name of which is proposed to be changed shortly to FINANCIAL TIMES ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (EUROPE) LIMITED), a company incorporated under the laws of England and Wales, whose registered office is at Number ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the Licensee)

(A) The Licensor is the owner of the "MARKETWATCH", "▇▇▇▇▇▇▇▇▇▇▇.▇▇▇" and "MKTW" trademarks and existing registrations and applications for such trademarks as set forth in Schedule A attached hereto.

(B) MarketWatch has entered into a Joint Venture Agreement with the Financial Times Group Limited (Financial Times) (the JV Agreement). As provided in the JV Agreement, MarketWatch, Financial Times, Pearson Internet Holdings BV and Pearson Overseas Holdings Limited have agreed to form a joint venture and acquire shares in the Licensee for the purpose of jointly developing the Business. Accordingly, the Licensee is to be given certain rights to use the ▇▇▇▇ "MARKETWATCH" and certain other trademarks 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 Deed.

1.1 In this Deed, unless separately defined below or the context otherwise requires, all expressions will have the meanings given to them in the JV 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 worldwide;

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

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

Licensed Marks means the marks and names "MARKETWATCH", "▇▇▇▇▇▇▇▇▇▇▇.▇▇▇", "MKTW" and "▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇" and registrations and applications for registration for these marks and names in any jurisdiction;

▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ means the website owned and operated by MarketWatch and located on the Internet under the domain name "▇▇▇▇▇▇▇▇▇▇▇.▇▇▇";

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 world;

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

(a) termination of this Deed pursuant to Section 7.2 below; or

(b) expiration or earlier termination of the JV Agreement pursuant to Clause 28.1 of the JV Agreement; or

(c) on MarketWatch ceasing to provide Core Services pursuant to Clause 11.6 of the JV Agreement; or

(d) on liquidation of the JVC pursuant to Clauses 10.5 or 11.10 of the JV Agreement.

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

1.2 In this Deed, unless the context otherwise requires:

(a) references to persons will include individuals, bodies corporate (whenever incorporated), unincorporated associations and partnerships;

(b) the headings are inserted for convenience only and will not affect the construction of the Deed;

(c) references to one gender will include each gender and all genders;

(d) any reference to any law is a reference to that law as it may be amended, consolidated or re-enacted (with or without modification) from time to time and includes all instruments or orders made under such laws.

2.1 In consideration of the payment of the sum of 1.00 pound sterling by the Licensee to the Licensor, (receipt of which is acknowledged) the Licensor hereby grants to the Licensee a non-exclusive, worldwide, royalty-free license during the Term and for a period of ninety (90) days thereafter, to use the Licensed Marks:

(a) in any page of the Website and any Co-Branded Site (including in any hypertext links within the Website which link to ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇);

(b) as part of Domain Names and to register such Domain Names at the domain name registries worldwide;

(c) on and in the Promotional Material;

(d) as part of the Corporate Name; and

(e) in connection with the Business,

subject to the terms and conditions of this Deed. The Licensee may grant sublicenses of the foregoing rights but only as to combination brands listed in Section 3(f) below (and not as stand alone Licensed Marks) and only for use in connection with Co-Branded Sites (including in links to Co-Branded Sites), 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 Marks and as to Licensor, at least as protective as the provisions of this Deed. Any such sublicense agreements will provide for expiration coterminous with the expiration or earlier termination of this Deed.

2.2 The Licensee acknowledges and accepts that, as at the date of this Deed, the Licensor has not obtained trademark registrations for the Licensed Marks in all countries worldwide. Accordingly, in countries where such registrations have not been obtained by Licensor or MarketWatch, the Licensor can and does license under Section 2.1 only such unregistered trademark right, title and interest as it may own or have the right to sublicense in and to the Licensed Marks. The Licensor makes no express warranty or representation (and none will be implied) as to the extent of rights in the Licensed Marks, if any.

3. The Licensee hereby agrees that:

(a) it will use the Licensed Marks only as licensed herein and not otherwise;

(b) consistent with prudent business judgement and Section 3.1(a) of the JV Agreement, the Licensed Marks will form part of the branding for the Business and will be used prominently in the Website;

(c) the Website and the Promotional Material will conform to standards of quality as the Licensor may from time to time reasonably require, which will be no lower than that generally achieved by the Licensor in providing ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ services and related goods and services in the course of its business as at the date of this Deed;

(d) it will not use the Licensed Marks in a manner that is reasonably likely to be prejudicial to the use of the Licensed Marks by the Licensor or its successors, assignees or licensees;

(e) the Licensed Marks will be used in and with the Website in a layout, form, size, printing style, color and type face to be approved by the Licensor in advance of use (such approval not to be unreasonably withheld or delayed);

(f) it will not use the Licensed Marks together or in combination with any other marks, names, logos, symbols or devices without the prior written consent of the Licensor, other than in the forms:

(i) as part of a hypertext link to the Licensor's Website only, "MarketWatch" and "▇▇▇▇▇▇▇▇▇▇▇.▇▇▇";

(ii) "Financial Times Market Watch";

(iii) as part of, or in reference to (including but not limited to use in keywords or metatags), Domain Names only, "FT MarketWatch", "FT ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇", "FTMKTW" and "▇▇▇▇▇▇.▇▇▇";

provided, however, that the marks in paragraphs 3(f)(ii) and (iii) above (but not the Licensed Marks alone) may be used in other combinations with third party trademarks, in describing a Co-Branded Site.

(g) it will not use any device ▇▇▇▇, logo, or symbol that is substantially similar to or so nearly resembles the Licensed Marks as to be likely to cause deception or confusion;

(i) it will not use the Licensed Marks in a manner that is reasonably likely to cause material harm to the goodwill attaching to the Licensed Marks;

(j) it will meet, no more than quarterly, if so required by the Licensor, to discuss the maintenance of the above standards of quality and presentation.

4. If it is found that any of the Promotional Material or any page of the JV Website or a Co-Branded Site bearing or intended to bear the Licensed Marks (the Materials) does not conform to any material extent with any of the Licensee's obligations under this Deed, the Licensor will give the Licensee written notice of that fact setting out the reasons for the lack of conformity in reasonable detail. The Licensee agrees not to print, publish, distribute, issue to the public, sell or offer for sale any non-conforming Materials under the Licensed Marks without the prior written consent of the Licensor.

5.1 The Licensee acknowledges and agrees that:

(a) all rights in and to the Licensed Marks belong to the Licensor (subject only to the limited rights granted herein);

(b) it will not acquire or claim any interest in or title to the Licensed Marks or the goodwill attaching thereto by virtue of the rights granted to it under this Deed or through its use of the Licensed Marks under this Deed; and

(c) all goodwill arising through use of the Licensed Marks by the Licensee in any territory will at all times be deemed to have accrued to the Licensor.

5.2 Further, the Licensee undertakes that:

(a) it will not, in any jurisdiction, apply to register, register or seek to register any trademarks, domain names, (other than Domain Names, the Corporate Name and name combinations set forth in paragraphs 3(f) (ii) and (iii) above, as licensed under this Deed), copyright or analogous right which is identical with or substantially similar to or includes any of the Licensed Marks;

(b) it will use its best efforts not to do anything that is reasonably likely to prejudice the Licensor's rights in and to the Licensed Marks;

(c) at the Licensor's request and reasonable expense, it will execute or procure the execution of any document which may be necessary to allow the recordation of the rights granted to the Licensee under this Deed and the corresponding cancellation of such recordation upon the termination or expiration of this Deed , for whatever reason;

(d) at the Licensor's request and reasonable expense, it will provide the Licensor and/or MarketWatch with such reasonable assistance as the Licensor and/or MarketWatch considers necessary for the purpose of pursuing any application or obtaining or maintaining any registration of the Licensed Marks.

6.1 The provisions of Section 30(2) of the Trade Marks Act 1994 (as amended, re-enacted or replaced from time to time) or similar or analogous legislation in any country in the world, if any, are expressly excluded by the parties for the purposes of this Deed.

6.2 (a) Except as provided in Section 6.2(b) below, the Licensor will have the exclusive right in its sole and absolute discretion, and at its own expense, to assume the conduct of all actions and proceedings relating to the Licensed Marks in any country in the world. The Licensee agrees to provide to the Licensor, at the Licensor's reasonable expense, all assistance that the Licensor may reasonably require in connection therewith. Any costs or damages recovered as a result of any such actions or proceedings will be for the account of the Licensor, unless any such infringement has clearly caused financial loss to the Licensee. In such case, the parties agree to negotiate in good faith an appropriate allocation of any damages so recovered.

6.2 (b) If the Licensor decides not to bring any action for infringement of the Licensed Marks in any jurisdiction, the Licensor will at the request of the Licensee cooperate to enable infringement proceedings by the Licensee in that jurisdiction. However, such cooperation may be conditioned upon the Licensor receiving an indemnity from the Licensee in respect of costs or liabilities incurred by the Licensor and the Licensor having the right to approve all matters relating to the conduct of any proceedings taken in its name such approval not to be unreasonably withheld or delayed. Any costs or damages recovered as a result of proceedings taken by the Licensee will be for the account of the Licensee unless the infringement has clearly caused financial loss to the Licensor. In such case, the parties agree to negotiate in good faith an appropriate allocation of any damages so recovered.

6.3 The Licensee will stop using the Licensed Marks anywhere in the world as soon as reasonably practicable after receipt of written notice from the Licensor (or the Licensor's trademark agents or legal advisers from time to time) which reasonably demonstrates that such use infringes the intellectual property rights of any third party.

7.1 This Deed will commence on the Effective Date and will, subject only to the other provisions of this Section 7, expire automatically without need for further notice on the expiration of the Term.

7.2 The Licensor may terminate this Deed by giving written notice to the Licensee and Financial Times effective forthwith:

(a) if the Licensee challenges, by formal action taken with any governmental agency, the validity of the Licensed Marks or the Licensor's right to use or license the Licensed Marks; or

(b) if the Licensee commits a material breach of any term or condition of this Deed and such breach continues unremedied for more than 45 days after the Licensor has served a notice in writing on the Licensee giving details of the breach requiring its remedy by the Licensee or the Licensee commits a material breach of any term or condition of this Deed that is not capable of remedy or the Licensee commits persistent breaches of any term or condition of this Deed (whether or not material and whether or not capable of remedy); or

(c) if, except for purposes of a voluntary reorganization, reconstruction or amalgamation, an order is made or a resolution is passed for the winding-up of the Licensee or if a provisional liquidator is appointed in respect of the Licensee, or if an administration order is made in respect of the Licensee, or if an administrative receiver or other receiver is appointed in respect of the Licensee or all or any of its assets and is not discharged within a period of 30 days, or if the Licensee is unable to pay its debts within the meaning of Section 123 of the Insolvency ▇▇▇ ▇▇▇▇ or any analogous or equivalent legislation in any country of the world, or if any voluntary arrangement is proposed in respect of the Licensee under Section 1 of the Insolvency ▇▇▇ ▇▇▇▇ or any analogous or equivalent legislation in any country of the world; or

(d) upon a change of Control of Financial Times.

8.1 Within ninety (90) days of expiration or termination of this Deed for any reason:

(a) the rights and License granted hereunder to the Licensee will cease and the Licensee will immediately discontinue any and all use of the Licensed Marks; and

(b) the Licensor may request that the Licensee delete or remove the Licensed Marks from or (where such deletion or removal is not reasonably practicable) destroy and provide to the Licensor satisfactory evidence of destruction, deletion or removal or if the Licensor will so elect deliver to the Licensor, at the Licensor's cost, for destruction all materials in the possession or control of the Licensee to which the Licensed Marks is affixed; and

the Licensee will otherwise cease all use of the Licensed Marks, including but not limited to all use of the trademark "Financial Times MarketWatch".

8.2 Within ninety (90) days of expiration or termination of this Deed for any reason, or thereafter as soon as practicable, the Licensee will provide to the Licensor satisfactory evidence that it has changed its Corporate Name so as not to include any of the Licensed Marks.

8.3 Within ninety (90) days of expiration or termination of this Deed for any reason, or thereafter as soon as practicable, the Licensee will provide to the Licensor satisfactory evidence that it has either changed the Domain Name so as not to include any of the Licensed Marks or cancelled the Domain Name.

8.4 Termination of this Deed will be without prejudice to the rights of either party which may have accrued up to the date of such termination.

9.1 The rights and obligations of the Licensee under this Deed are personal to the Licensee and, except as expressly provided in Section 2.1 above, the Licensee may not (and may not purport to) assign, transfer, charge, sublicense, or otherwise part with all or any of its rights and/or obligations under this Deed (except that the Licensor hereby expressly consents to the novation of this Deed in favour of the JVC).

9.2.1 Any notice or other communication to be given by one party to the other under, or in connection with the matters contemplated by, this Deed will be in writing and signed by or on behalf of the party giving it and may be served by leaving it or sending it by fax, prepaid recorded delivery registered post or internationally recognised courier to the address and for the attention of the relevant party set out in Section 9.2.2 (or as otherwise notified from time to time hereunder). Any notice so served by hand, fax, post or internationally-recognized courier will be deemed to have been received:

(a) in the case of delivery by hand, when delivered;

(b) in the case of fax, twelve (12) hours after the time of transmittal;

(c) in the case of recorded delivery, special delivery or registered post, at 10 a.m. on the Second Business Day from the date of posting;

(d) in the case of prepaid internationally recognized courier, 48 hours from the date of transmittal.

9.2.2 The addresses of the parties for the purposes of Section 9.2.1 are as follows:

(a) Address for notices to the Licensor:

Attention:  CEO

(b) Address for notices to the Licensee:

Attention:  Company Secretary

9.3 This Deed represents the entire agreement and understanding between the Licensor and the Licensee in relation to the use of the Licensed Marks by the Licensee and supersedes all arrangements or agreements relating to the Licensed Marks previously entered into or made between the parties and all such arrangements or agreements are hereby terminated.

9.4 In the event of any inconsistency between the provisions of this Deed and the JV Agreement, the provisions of the JV Agreement will prevail.

9.5 Nothing in this Deed will be construed to constitute either party the partner, joint venturer, agent or employee of the other party and, except as expressly provided in this Deed. Neither party by virtue of this Deed has authority to transact any business in the name of the other party or on its behalf or incur any liability for or on behalf of the other party.

9.6 Any right, power, privilege or remedy of a party under or pursuant to this Deed will not be capable of being varied or waived, other than by an express waiver or agreement signed by both parties.

9.7 No failure or delay by any party in exercising any right, power, privilege or remedy under this Deed will impair such right, power, privilege or remedy, or operate or be construed as a waiver or variation thereof or preclude its exercise at any subsequent time or on any subsequent occasion and no single or partial exercise of any such right, power, privilege or remedy will preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy.

9.8 This Deed may be executed in counterparts, each of which will be considered an original, with the same effect as if the parties or their representatives signed the same instrument.

9.9 If any provision of this Deed is held to be invalid or unenforceable, then such provision will (so far as invalid or unenforceable) be given no effect and will be deemed not to be included in this Deed but without invalidating any of the remaining provisions of this Deed. The parties will then use all reasonable efforts to replace the invalid or unenforceable provisions by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.

9.10 Each party agrees to execute such documents and waivers and generally do everything further that may be necessary to fulfil its obligations under this Deed.

9.11 This Deed will be governed by and construed in accordance with English law and the parties irrevocably agree that the English Courts will have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Deed.

Duly delivered as a deed on the date inserted on page 1

_________________________
being a person, who in accordance with
the laws of that territory, is acting under
the authority of the company

TECHNOLOGY LICENSE AGREEMENT (this Technology Agreement) is entered into effective as of _____ _____ 2000

(1) ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC. a company incorporated under the laws of the State of Delaware, USA, whose business officers are located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ (Licensor); and,

(2) LIMITACE LIMITED (the name of which is proposed to be changed shortly to FINANCIAL TIMES ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (EUROPE) LIMITED), a company incorporated under the laws of England and Wales, whose registered office is at Number ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (Licensee)

(A) Licensor controls, has rights to or is the owner of the MarketWatch Technology; and,

(B) MarketWatch has entered into a Joint Venture Agreement with the Financial Times Group Limited (Financial Times) (the JV Agreement). As provided in the JV Agreement, MarketWatch and Financial Times, Pearson Internet Holdings BV and Pearson Overseas Holdings Limited have agreed to form a joint venture and acquire shares in Licensee for the purpose of jointly developing the Business. Accordingly, Licensee is to be given certain rights to use the MarketWatch Technology in connection with the Business to be conducted by Licensee, subject to the terms and conditions of this Technology Agreement.

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

Accounting Period means each of the three (3) month periods ending on 31 March, 30 June, 30 September and 31 December for each year (or part thereof) during 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 17.00 GMT on the final day of the Term or, as the case may be, the date of termination of this Technology Agreement;

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

MarketWatch Technology means the website infrastructure, content authoring tools and techniques, network operations techniques, website architecture and databases used by MarketWatch, including any modifications, improvements and enhancements to, and derivative works based upon such technology provided by MarketWatch by means of the Services. MarketWatch Technology does not include any source code.

Services has the meaning given to it by Section 6.1.

Services Costs means all costs incurred by the Licensor referable to providing the Services to the Licensee (including labour, employee benefits and administration, as well as other incremental costs attributable to the Services provided, but not including any costs that would otherwise be incurred by the Licensor in the normal course of its business) which will not exceed, in any one year, the maximum annual fee for that year approved by a unanimous vote of the Board of Directors of the Licensee.

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

(a) termination of this Technology Agreement according to Section 8.2 below; or

(b) expiration or earlier termination of the JV Agreement according to Clause 28.1 of the JV Agreement; or

(c) MarketWatch ceasing to provide Core Services pursuant to Clause 11.6 of the JV Agreement; or

(d) on liquidation of the JVC pursuant to Clauses 10.5 or 11.10 of the JV Agreement.

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

(a) references to persons will include individuals, bodies corporate (whenever incorporated), unincorporated associations and partnerships;

(b) the headings are inserted for convenience only and will not affect the construction of the Agreement;

(c) references to one gender will include each gender and all genders;

(d) any reference to any law is a reference to it may be amended, consolidated or re-enacted (with or without modification) from time to time and includes all instruments or orders made under such enactments.

2.1 In consideration of the payment of the Services Costs by Licensee pursuant to Section 6 of this Technology Agreement, and subject to the terms and conditions of this Technology Agreement, Licensor hereby grants to Licensee a non- exclusive, worldwide, non-transferable, royalty-free license for the Term to import, use, modify, perform, create derivative works, and reproduce the MarketWatch Technology, and to sub-license a Subsidiary or sub-contractor to perform any of the above functions, solely to the extent necessary for Licensee, its employees and contractors to operate the Business.

2.2 All rights not expressly granted in Section 2.1 above are reserved to Licensor.

3.1 Licensee agrees that the MarketWatch Technology is the confidential information of Licensor. Licensee shall: (i) hold the MarketWatch Technology in strict confidence, (ii) not disclose the MarketWatch Technology to any third party (including, without limitation, Financial Times) (iii) not use the MarketWatch Technology for any purpose except solely to the extent necessary for Licensee, its employees and contractors to operate the Business, and (iv) take all reasonable measures to maintain the confidentiality of the MarketWatch Technology, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance. Notwithstanding Section 3.1(ii) above, Licensee may disclose the MarketWatch Technology to its employees, subsidiaries, contractors and professional advisors with a bona fide need to know, but only to the extent necessary to operate the Business, and provided further that such disclosure is subject to a written non-disclosure agreement which includes terms at least as restrictive as those of this Section 3.1.

3.2 The obligations of Section 3.1 shall not apply to any part of the MarketWatch Technology that: (i) is now, or hereafter becomes, through no act or failure to act on the part of the Licensee, generally known or available to the public; (ii) was rightfully acquired by the Licensee before its receipt from Licensor and without restriction as to use or disclosure; (iii) is hereafter rightfully furnished to Licensee by a third party, without restriction as to use or disclosure; (iv) which the Licensee can document was independently developed by Licensee; or (v) is required to be disclosed pursuant to law, provided the Licensee uses reasonable efforts to give the Licensor reasonable notice of such required disclosure sufficient for the Licensor to seek and obtain confidential treatment of the MarketWatch Technology so disclosed.

4.1 The MarketWatch Technology is and will remain the sole and exclusive property of Licensor and its suppliers, if any, whether the MarketWatch Technology is separate or combined with any other technology, subject only to the licenses expressly granted herein. Subject to the License granted in Section 2.1, Licensor's rights and ownership under this Section 4.1 will include and cover, but not be limited to: (i) all copies of the MarketWatch Technology, in whole and in part; (ii) all Intellectual Property Rights in the MarketWatch Technology; and (iii) all modifications, improvements and enhancements to, and derivative works based upon, the MarketWatch Technology. Licensee agrees to assign, as requested by Licensee from time to time, and Licensee does hereby assign any and all right, title and interest in and to any and all such modifications, improvements, enhancements and derivative works, whether created by Licensee or for Licensee by third parties.

4.2 Rights Notices. Licensee will not delete or in any manner alter the Intellectual Property Rights notices of Licensor and its suppliers, if any, appearing on the MarketWatch Technology as delivered to Licensee. Licensee will reproduce and display such notices on each copy it makes of the MarketWatch Technology.

4.3 Licensee's Duties. Licensee will use its reasonable efforts to protect Licensor's Intellectual Property Rights in and to the MarketWatch Technology and will report promptly to Licensor any infringement of such rights of which Licensee becomes aware. Licensee will cooperate with Licensor in obtaining registrations of Intellectual Property Rights in and to the MarketWatch Technology and otherwise protecting Licensor's proprietary interests in the MarketWatch Technology.

6.2 Licensee will pay the Services Costs to the Licensor quarterly with the each payment due thirty (30) days after receipt of the statement described in Section 6.2(a) below. Within thirty (30) days following each Accounting Period, Licensor will deliver to Licensee:

(a) a statement showing Services Costs for the prior Accounting Period; and

(b) any other information reasonably required in order to understand the calculation for Services Costs and corresponding fees payable, as may be requested by Licensee from time to time.

6.3 All Services Costs to be paid under this Technology Agreement will be made together with any value added tax (or other similar tax) chargeable thereon.

6.4 All Services Costs due hereunder will be paid in full without deductions, except only for such tax as Licensee is obligated to deduct under any applicable law. Licensee will give Licensor all reasonable assistance without charge to Licensor to recover (under the provisions of double tax conventions or other lawful manner) any tax so withheld and to obtain any necessary authorizations and the like to enable Licensee lawfully to pay without deduction of tax or to enable Licensor to recover such tax or to obtain a tax credit in respect of any amount of tax so withheld.

6.5 In the event that any Services Costs are not received by Licensor on or before the due date of payment, interest will be payable on the past due amount both before and after judgment at the rate of three percent (3%) above the base rate of Barclays Bank plc (or, if such rate is not available, the nearest equivalent rate of another clearing bank in the City of London nominated by Licensor and reasonably acceptable to Licensee) for the time being in force from the due date for payment to the date when payment is actually received. In the event of any other rate being substituted for the base rate, such substituted rate will apply for the purpose of this Section 6.

6.6 If any dispute arises between the parties hereto as to any payment to be made hereunder, such dispute will be determined by an accountant mutually agreed upon by the parties or, if they cannot agree, an accountant appointed by the then current President of the Institute of Chartered Accountants in England and Wales. In any case, the accountant so selected will act as an expert and not as an arbitrator. The fees and expenses of the accountant will be borne equally by the parties unless the accountant directs otherwise.

6.7 All payments to be made by Licensee to Licensor will be made in a mutually agreed manner.

6.8 Licensee shall have the right, at its own expense, to use certified accounting representatives reasonably acceptable to Licensor to make examinations and audits, by prior arrangement, during normal business hours, and not more frequently than semi-annually, of Licensor's accounts that contain information supporting or reflecting Licensor's calculation of the Services Costs. Any information so revealed shall be maintained in strict confidence by both the certified accounting representative and Licensee, shall not be disclosed by either of them to any third party, and shall be used solely to verify Licensor's calculation of the Services Costs.

7.1 (a) Except as provided in Section 7.1(b) below, Licensor will have the exclusive right in its sole and absolute discretion, and at its own expense, to assume the conduct of all actions and proceedings relating to the MarketWatch Technology in any country in the world. Licensee agrees to provide to Licensor, at Licensor's reasonable expense, all assistance that Licensor may reasonably require in connection therewith. Any costs or damages recovered as a result of any such actions or proceedings will be for the account of Licensor, unless any such infringement has clearly caused financial loss to Licensee. In such case, the parties agree to negotiate in good faith an appropriate allocation of any damages so recovered.

7.1 (b) If Licensor decides not to bring any action for infringement of the MarketWatch Technology in any jurisdiction, Licensor will at the request of Licensee cooperate to enable infringement proceedings in that jurisdiction by Licensee. However, such cooperation may be conditioned upon Licensor receiving an indemnity from Licensee in respect of costs or liabilities incurred by Licensor and Licensor having the right to approve all matters relating to the conduct of any proceedings taken in its name such approval not to be unreasonably withheld or delayed. Any costs or damages recovered as a result of proceedings taken by Licensee will be for the account of Licensee unless the infringement has clearly caused financial loss to Licensor. In such case, the parties agree to discuss in good faith an appropriate allocation of any damages so recovered.

7.2 Licensee will stop using the MarketWatch Technology in a jurisdiction as soon as reasonably practicable after receipt of written notice from Licensor (or Licensor's legal advisers from time to time) which reasonably demonstrates that such use infringes the intellectual property rights of any third party in that jurisdiction.

8.1 This Agreement will commence on the Effective Date and will, subject only to the other provisions of this Section 8, expire automatically without need for further notice on the expiration of the Term.

8.2 Licensor may terminate this Technology Agreement by giving written notice to Licensee and Financial Times forthwith:

(a) if Licensee challenges, by formal action taken with any governmental agency, Licensor's right to use or license the MarketWatch Technology; or

(b) if Licensee commits a material breach of any term or condition of this Technology Agreement and such breach continues unremedied for more than 45 days after Licensor has served a notice in writing on Licensee giving details of the breach requiring its remedy by Licensee or Licensee commits a material breach of any term or condition of this Technology Agreement that is not capable of remedy or Licensee commits persistent breaches of any term or condition of this Technology Agreement (whether or not material and whether or not capable of remedy); or

(c) if, except for purposes of a voluntary reorganisation, reconstruction or amalgamation, an order is made or a resolution is passed for the winding-up of Licensee or if a provisional liquidator is appointed in respect of Licensee, or if an administration order is made in respect of Licensee, or if an administrative receiver or other receiver is appointed in respect of Licensee or all or any of its assets and is not discharged within a period of 30 days, or if Licensee is unable to pay its debts within the meaning of Section 123 of the Insolvency ▇▇▇ ▇▇▇▇ or any analogous or equivalent legislation in any country of the world, or if any voluntary arrangement is proposed in respect of Licensee under Section 1 of the Insolvency ▇▇▇ ▇▇▇▇ or any analogous or equivalent legislation in any country of the world.

9.1 The License to use and to sub-license the use of The MarketWatch Technology granted by Section 2.1 above will survive termination of this Technology Agreement for any reason other than termination by the Licensor pursuant to Section 8.2 above, in which case the Licensee shall cease all use of the MarketWatch Technology within 90 days of termination.

9.2 Termination of this Technology Agreement will be without prejudice to the rights of either party, which may have accrued up to the date of such termination.

10.1 The rights and obligations of Licensee under this Technology Agreement are personal to Licensee and Licensee may not (and may not purport to) assign, transfer, charge, sublicense, or otherwise part with all or any of its rights and/or obligations under this Technology Agreement (except that Licensor hereby expressly consents to the novation of this Technology Agreement in favour of the Licensee).

10.2.1 Any notice or other communication to be given by one party to the other under, or in connection with the matters contemplated by, this Technology Agreement will be in writing and signed by or on behalf of the party giving it and may be served by leaving it or sending it by fax, prepaid recorded delivery registered post or internationally recognised courier to the address and for the attention of the relevant party set out in Section 10.2.2 (or as otherwise notified from time to time hereunder). Any notice so served by hand, fax, post or internationally recognised courier will be deemed to have been received:

(a) in the case of delivery by hand, when delivered;

(b) in the case of fax, twelve (12) hours after the time of transmittal;

(c) in the case of post, 48 hours after posting;

(d) in the case of prepaid internationally recognized courier, 48 hours from the date of transmittal.

10.2.2 The addresses of the parties for the purposes of Section 10.2.1 are as follows

(a) Address for notices to Licensor:

Attention: CEO

(b) Address for notices to Licensee:

Attention: Company Secretary

10.3 This Agreement represents the entire agreement and understanding between Licensor and Licensee in relation to the license and use of the MarketWatch Technology by Licensee and supersedes all arrangements or agreements relating to the MarketWatch Technology previously entered into or made between the parties and all such arrangements or agreements are hereby terminated.

10.4 In the event of any inconsistency between the provisions of this Technology Agreement and the JV Agreement, the provisions of the JV Agreement will prevail.

10.5 Nothing in this Technology Agreement will be construed to constitute either party the partner, joint venturer, agent or employee of the other party and, except as expressly provided in this Technology Agreement. Neither party by virtue of this Technology Agreement has authority to transact any business in the name of the other party or on its behalf or incur any liability for or on behalf of the other party.

10.6 Any right, power, privilege or remedy of a party under or according to this Technology Agreement will not be capable of being varied or waived, other than by an express waiver or agreement signed by both parties.

10.7 No failure or delay by any party in exercising any right, power, privilege or remedy under this Technology Agreement will impair such right, power, privilege or remedy, or operate or be construed as a waiver or variation thereof or preclude its exercise at any subsequent time or on any subsequent occasion and no single or partial exercise of any such right, power, privilege or remedy will preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy.

10.8 This Agreement may be executed in counterparts, each of which will be considered an original, with the same effect as if the parties or their representatives signed the same instrument.

10.9 If any provision of this Technology Agreement is held to be invalid or unenforceable, then such provision will (so far as invalid or unenforceable) be given no effect and will be deemed not to be included in this Technology Agreement but without invalidating any of the remaining provisions of this Technology Agreement. The parties will then use all reasonable efforts to replace the invalid or unenforceable provisions by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.

10.10 EXCEPT FOR LICENSEE'S BREACH OF ITS OBLIGATIONS UNDER SECTIONS 3 OR 6.8 OF THIS TECHNOLOGY AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES OF ANY KIND OR NATURE, AT LAW OR EQUITY, AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LICENSOR BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY DAMAGES OF ANY KIND OR NATURE IN EXCESS OF FEES PAID TO LICENSOR HEREUNDER.

10.11 Each party agrees to execute such documents and waivers and generally do everything further that may be necessary to fulfil its obligations under this Technology Agreement.

10.12 This Agreement will be governed by and construed in accordance with English law and the parties irrevocably agree that the English Courts will have exclusive jurisdiction to settle any disputes, which may arise out of or in connection with this Technology Agreement.

In Witness Whereof the parties have executed this Technology Agreement on the date hereinbefore mentioned:

SIGNED by

duly authorised for and on behalf of
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.,