January
      11, 2008





Mr.
      Nic
      Di Iorio





Re:
      Offer
      of Employment





Dear
      Nic:





It
      gives
      me great pleasure to confirm our offer for you to join The Knot, Inc. as *Executive
      Vice President and Managing Director, Technology Group* ,
      reporting to the Chief Executive Officer. We expect that your first day of
      employment will be February 1, 2008.




Please
      understand that this offer is conditional upon our receipt of satisfactory
      references, completion of customary background checks and your signing of a
      non-disclosure, non-competition and non-solicitation agreement, as well as
      your
      compliance with the U.S. Citizenship and Immigration Services regulations
      requiring the establishment of your identity and right to work in the United
      States.




***Compensation
      Terms***




If
      you
      commence employment with The Knot, your compensation package would consist
      of
      the following terms. These terms are subject to the approval of the Compensation
      Committee of the Board of Directors, upon the recommendation of the Company’s
      management.




**Base
      Salary**




Your
      annualized salary rate is $275,000, which will be paid semi-monthly, on the
      15th
      and on the last workday of the month.




**Incentive
      Bonus**




You
      will
      be eligible to earn an annual cash incentive bonus, expressed as a percentage
      of
      base salary. Your target and maximum bonus opportunities will be set by the
      Compensation Committee. The amount of your actual bonus will be determined
      according to your achievement of certain performance criteria established by
      the
      Compensation Committee. The incentive bonus will be conditioned upon the other
      terms and conditions of the incentive compensation program for executive
      officers, as may be in effect from time to time, and is payable following the
      completion of The Knot’s annual audit. The incentive bonus is not guaranteed and
      is completely discretionary; you may receive an incentive bonus in one year
      but
      not the next.




**Restricted
      Stock Grant**




You
      will
      receive a restricted stock grant of 40,000 shares, which will vest over a
      four-year term, with the first 25% of the grant vesting on the first anniversary
      of the grant, and the balance of the grant vesting in equal quarterly
      installments thereafter. The restricted stock grant will be made as soon as
      possible following the commencement of your employment, and will be subject
      to
      the standard terms and conditions of The Knot’s 1999 Stock Incentive Plan and a
      restricted stock agreement between you and The Knot. Your restricted stock
      agreement will provide that if The
      Knot
      is acquired by merger, asset sale or sale of more than 50% of its voting
      securities by the stockholders (in each case in accordance with the definition
      of “change in control” under the Stock Incentive Plan), in addition to those
      shares of restricted stock that have previously vested before such change in
      control in accordance with the regular vesting schedule, an amount of shares
      of
      restricted stock shall vest upon such event equal to the greater of (1) the
      shares of restricted stock that would otherwise have vested during the one
      year
      period following the change in control, and (2) 50% of the shares of restricted
      stock that are not vested on the date of the change in control.







Mr.
        Nic
        Di Iorio
 January
        11, 2008
 Page
        2






**Severance**




If
      your
      employment is involuntarily terminated without cause by The Knot or a successor
      entity, or if you resign for “Good Reason,” you shall receive a lump-sum payment
      equal to your annualized base salary, at your rate of pay in effect immediately
      prior to such termination or resignation, and for 12 months after such
      termination or resignation receive all benefits (other than vesting of any
      equity award) that were associated with your employment immediately prior to
      such termination or resignation (to the extent and at such levels that these
      benefits remain available to employees of The Knot generally during such
      12-month period). The Company shall pay the lump-sum payment in connection
      with
      an involuntary termination without cause upon such termination, and the lump-sum
      payment in connection with a Good Reason resignation within 10 business days
      of
      your written notice to the Company of such resignation.




An
      involuntary termination “without cause” shall mean a termination of employment
      other than for death, disability, termination for cause or any resignation
      by
      you other than a resignation for Good Reason. “Cause” shall mean (1) your
      material failure to perform the principal elements of your duties to The Knot
      or
      any of its subsidiaries, which failure is not cured within 20 days following
      written notice to you specifying the conduct to be cured, (2) your conviction
      of, or plea of nolo contendere to, a felony (regardless of the nature of the
      felony) or any other crime involving dishonesty, fraud, or moral turpitude,
      (3)
      your gross negligence or willful misconduct (including but not limited to acts
      of fraud, criminal activity or professional misconduct) in connection with
      the
      performance of your duties and responsibilities to The Knot or any of its
      subsidiaries, (4) your failure to substantially comply with the rules and
      policies of The Knot or any of its subsidiaries governing employee conduct
      or
      with the lawful directives of the Board of Directors of The Knot, or (5) your
      breach of any non-disclosure, non-solicitation, non-competition or other
      restrictive covenant obligations to The Knot or any of its subsidiaries. “Good
      Reason” shall mean (1) any reduction of your base salary, (2) the relocation of
      your principal place of business outside of New York City, or (3) the material
      diminution of your responsibilities or authority, any reduction of your title
      or
      any change in the reporting structure set forth in the first paragraph
      hereof.




***Benefits
      and Other Terms***




**Benefits**




You
      will
      be eligible to participate in The Knot benefits program starting with the first
      of the month following 30 days of employment. You will be eligible to
      participate in our 401(k) plan after completion of one (1) year of service
      and
      our Employee Stock Purchase Plan after completion of five (5) months of service.
      A full description of your benefits is contained in official plan documents
      that
      will be available to you. Please be advised that this letter describes policies
      and benefits currently available and that The Knot reserves the right to amend,
      change and terminate its policies, programs and employee benefit plans at any
      time during your employment.







Mr.
        Nic
        Di Iorio
 January
        11, 2008
 Page
        3






**At-Will
      Employment**




Please
      understand that, if employed by The Knot in this position, your employment
      will
      be “at will,” meaning that either you or The Knot may terminate the relationship
      at any time, with or without cause or notice. Please also note that The Knot
      reserves the right to revise, supplement, or rescind any of its policies,
      practices, and procedures (including those described in the Employee Handbook)
      as it deems appropriate in its sole and absolute discretion.




**No
      Violation of Contract**




By
      accepting this offer of employment, you represent and warrant that you are
      honoring all of the provisions of any agreement between you and any current
      or
      former employer (including all provisions that remain in effect after your
      employment is terminated), and that your acceptance of employment with The
      Knot
      is not a violation of any agreement with any third party under which you incur
      any obligations that conflict with or will otherwise prevent you from performing
      your obligations with The Knot. Additionally, please be advised that it is
      The
      Knot’s corporate policy not to obtain or use any confidential information,
      proprietary information or trade secrets of its competitors or others, unless
      it
      is properly obtained from sources permitted to disclose such information. By
      signing this letter below, you are acknowledging that you have been advised
      of
      this policy and that you accept and will abide by this policy. It is not our
      intention or desire to make use of any proprietary information to which you
      may
      have had access during your previous employment. You are being hired to apply
      for The Knot, and are expected to apply for The Knot, only the general,
      non-trade secret skills and knowledge that you have developed throughout your
      career and that you are free to use under all applicable federal and state
      laws.
      In the event that you are in possession of any confidential non-public
      information by virtue of your prior employment, you further agree that you
      will
      not engage and have not engaged in any activity that is inconsistent with the
      rights of such prior employer which could subject The Knot, its parent companies
      and affiliates or any of its employees to liability.







*   *   *   *   *







Mr.
        Nic
        Di Iorio
 January
        11, 2008
 Page
        4





Nic,
      we
      look forward to your joining The Knot! Please indicate your acceptance of this
      offer by responding via email and then mailing the original signed and dated
      version of this letter to Director of Human Resources, at The Knot, Inc., 462
      Broadway, 6th Floor, New York, NY 10013. We hope we will have a mutually
      rewarding association. If you have any questions regarding this offer, please
      call me at (212) 219-8555.




Sincerely,





/s/
      DAVID
      LIU





David
      Liu


Chief
      Executive Officer








By
      signing, dating and returning this letter, you accept our offer of
      employment.




/s/
              NIC DI IORIO
            January
                11, 2008Nic Di Iorio
            Date