THESTREET.COM,
INC.

    AGREEMENT
FOR GRANT

    OF

    RESTRICTED
STOCK UNITS

    UNDER

    2007 PERFORMANCE INCENTIVE
PLAN


    June 9,
2009

    Daryl R.
Otte

    c/o
TheStreet.com, Inc.

    14 Wall
Street

    15th
Floor

    New York,
NY 10005

     

    Dear
Daryl:

     

         
This letter (the “Letter”) sets forth the terms and
conditions of the grant of Restricted Stock Units (“RSUs”) hereby awarded to you by
TheStreet.com, Inc. (the “Company”),
in accordance with the provisions of the Company's 2007 Performance Incentive
Plan (the “Plan”).

     

         
This award is subject to the terms and conditions set forth in the Plan, any
rules and regulations adopted by the Board of Directors of the Company or the
committee of the Board which administers the Plan (the “Committee”)
that are not inconsistent with the provisions of this Letter. Any term used in
this Letter and not defined herein shall have the meaning set forth in the
Plan.

     

         
1.     Grant of RSUs

     

                  You
have been granted 650,000 RSUs. Each RSU represents the right to receive one
share of the Company’s Common Stock (“Common
Stock”) on the applicable vesting date for such RSU. No RSU may be sold,
transferred, assigned, pledged or otherwise encumbered by you; provided that the
foregoing shall not affect your right to name a beneficiary under Section 13 of
the Plan. Until such time as stock certificates for the shares of Common Stock
represented by the RSUs have been delivered to you in accordance with Section 4
below, you shall have none of the rights of a stockholder with respect to the
Common Stock.

     

                  However,
this grant includes the grant of dividend equivalents with respect to your RSUs.
The Company will maintain a bookkeeping account to which it will credit,
whenever dividends (other than stock dividends for which an adjustment is made
to the number of shares of Common Stock subject to the RSUs pursuant to Section
4.4 of the Plan in the same percentage as paid on outstanding Common Stock) or
distributions are paid on the Common Stock, an amount equal to the amount of
such dividend or distribution paid on a share of Common Stock for each of your
then-outstanding RSUs covered by this Letter. The accumulated dividend
equivalents will vest on the applicable vesting date for the RSU with respect to
which such dividend equivalents were credited, and will be paid in cash (or, if
the dividend or distribution is paid in kind, in the same kind) at the time a
stock certificate evidencing the shares represented by such vested RSU is
delivered to you.

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

     

         2.
     Vesting of RSUs

     

                  Your
RSUs will become vested (and paid in accordance with Section 4 below) with
respect to the following number(s) of shares of Common Stock on the following
date(s) as set forth below, provided that you are in the Service (as defined
below) of the Company or one of its subsidiaries on such date and the RSUs have
not been forfeited in accordance with Sections 3 and 6:

     

    
      
        
          
            
              
                
                  	
                          Anniversary of Grant

                        	 	
                          Date 

                        	 	
                          Number of Shares of Common
      Stock

                        	 
	
                          1st
      Anniversary

                        	 	
                          June
      9, 2010

                        	 	 	65,000	 
	
                          2nd
      Anniversary

                        	 	
                          June
      9, 2011

                        	 	 	65,000	 
	
                          3rd
      Anniversary

                        	 	
                          June
      9, 2012

                        	 	 	65,000	 
	
                          4th
      Anniversary

                        	 	
                          June
      9, 2013

                        	 	 	65,000	 
	
                          5th
      Anniversary

                        	 	
                          June
      9, 2014

                        	 	 	390,000	 


                

              

            

          

        

      

    

     

    For
purposes hereof, you shall be considered to be in the "Service"
of the Company or one of its subsidiaries if you are an employee of the Company
(or one if its subsidiaries, as applicable) on the applicable vesting date.
Except as provided in Sections 3 and 6 below, if your Service terminates for any
reason, the RSUs granted to you which have not vested shall be forfeited upon
such termination of Service.

     

         3.      Termination
of Service

     

    
      	
               
      

            	
              a.

            	
              Upon
      a Change of Control

            


    

     

    In the
event of the consummation of a Change of Control, all of the unvested RSUs held
by you shall become fully vested and be paid in accordance with Section 4
below.

     

    
      	
               
      

            	
              b.

            	
              Upon
      an Involuntary Termination without
Cause

            


    

     

    In the
event your employment with the Company or one of its subsidiaries is terminated
without Cause (as defined below) by the Company or one of its subsidiaries, all
of the unvested RSUs held by you shall become fully vested and be paid in
accordance with Section 4 below.

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

    For
purposes of this Letter, “Cause”
shall be determined by the Committee in the exercise of its good faith judgment,
in accordance with the following guidelines: (i) your willful misconduct or
gross negligence in the performance of your obligations, duties and
responsibilities as CEO (including those as an employee of the Company set forth
in the Company’s Code of Business Conduct and Ethics dated June 1, 2006, as same
may be amended from time to time provided such amendment affects all executive
officers), (ii) your dishonesty or misappropriation, in either case that is
willful and material, relating to the Company or any of its funds, properties,
or other assets, (iii) your inexcusable repeated or prolonged absence from work
(other than as a result of, or in connection with, a Disability), (iv) any
unauthorized disclosure by you of Confidential Information or proprietary
information of the Company in violation of Section 7(d) which is reasonably
likely to result in material harm to the Company, (v) your conviction of a
felony (including entry of a guilty or nolo contender plea) involving fraud,
dishonesty, or moral turpitude, (vi) a violation of federal or state securities
laws, or (vii) the failure by you to attempt to perform faithfully your duties
and responsibilities as CEO, or other material breach by you of this Letter,
provided any such failure or breach described in clauses (i), (ii), (iii), (iv),
(vi) and (vii) is not cured, to the extent cure is possible, by you within
thirty (30) days after written notice thereof from the Company to you; provided,
however, that no failure or breach described in clauses (i), (ii), (iii), (iv),
(vi) and (vii) shall constitute Cause unless (x) the Company first gives you
written notice of its intention to terminate your employment for Cause and the
grounds of such termination no fewer than ten (10) days prior to the date of
termination; and (y) you are provided an opportunity to appear before the Board,
with or without legal representation at your election to present arguments on
your own behalf and (z) if you elect to so appear, such failure or breach is not
cured, to the extent cure is possible, within thirty (30) days after written
notice from the Company to you that, following such appearance, the Board has
determined in good faith that Cause exists and has not, following the initial
notice from the Company, been cured; provided further, however, that
notwithstanding anything to the contrary in this Letter and subject to the other
terms of this proviso, the Company may take any and all actions, including
without limitation suspension (but not without pay), it deems appropriate with
respect to you and your duties at the Company pending such appearance and
subsequent to such appearance during which such failure or breach has not been
cured. No act or failure to act on your part will be considered “willful” unless
done, or omitted to be done, by you not in good faith and without reasonable
belief that your action or omission was in the best interests of the
Company.

     

    It shall
not be a violation of your employment with the Company, this Letter or any
agreement to which you are, or may become, a party with the Company for you to,
and you may continue to, serve as a partner and officer of Montefiore Partners
and, on their behalf, administer its winding down and you may be a stockholder
and director of Kikucall, Inc., which provides subscription marketing services
to the Company.

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              c.

            	
              Upon
      a Voluntary Termination with Good
Reason

            


    

     

    In the
event you terminate your employment with the Company or one of its subsidiaries
for Good Reason (as defined below), all of the unvested RSUs held by you shall
become vested and be paid in accordance with Section 4 below.

     

    For
purposes of this Letter, “Good
Reason” shall have the meaning ascribed to such term in Treasury
Regulation Section 1.409A-1(n)(2)(ii), as determined in good faith by the
Committee.

     

    
      	
               
      

            	
              d.

            	
              Upon
      Death or Disability

            


    

     

    In the
event your employment with the Company or one of its subsidiaries is terminated
by reason of your death or Disability (as defined below), a portion or all of
the unvested RSUs held by you shall become vested as provided below in this
Section 3(d) and be paid in accordance with Section 4 below. The portion of the
unvested RSUs that will vest shall be determined by (i) multiplying the full
number of RSUs covered by this Letter by a fraction, the numerator of which
shall be the number of months you were employed by the Company or one of its
subsidiaries after the date of this Letter (up to a maximum of twenty-four
months), and the denominator of which shall be twenty-four, and then (ii)
subtracting from the resulting sum the number of RSUs which had previously
vested. As an example, and for the avoidance of doubt, if a death or Disability
happens one year after the date of this Letter, the net number of RSUs that
would vest under this provision would equal (650,000 x 12/24) – 65,000 (the RSUs
that vested according to their normal annual vesting schedule) =
260,000.

     

    For
purposes of this Letter, “Disability”
shall mean physical or mental incapacity of a nature which prevents you, in the
good faith judgment of the Committee, from performing your duties and
responsibilities as CEO for a period of 90 consecutive days or 150 days during
any year, with each year under this Letter commencing on each anniversary of the
date hereof.

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

         4.      Delivery
of Common Stock

     

                  Upon
the vesting of your RSUs pursuant to Sections 2 or 3 above, a certificate for
the shares of Common Stock represented by your vested RSUs shall be registered
in your name and delivered to you as soon as practicable, but no later than
thirty (30) days, after each of the vesting dates set forth in Sections 2 and 3.
Common Stock delivered upon the vesting of your RSUs will be fully transferable
(subject to any applicable securities law restrictions) and not subject to
forfeiture, and will entitle the holder to all rights of a stockholder of the
Company.

     

    The Company will use reasonable
commercial efforts to cause its Registration Statement on Form S-8 (or successor
form) filed with the Securities and Exchange Commission covering shares subject
to the Plan to remain effective and current until such times as all of your RSUs
are either delivered hereunder or forfeited under Section 6 and, until three
months after you cease being an “affiliate” of the Company, to maintain a resale
prospectus thereunder (or otherwise register under the Securities Act of 1933,
as amended) the Common Stock underlying your RSUs.

     

         5.
     Income Tax Withholding

     

                  You
will be required to pay, pursuant to such arrangements as the Company may
establish from time to time, any applicable federal, state and local withholding
tax liability at the time that the value of the RSUs and/or related dividend
equivalents becomes includable in your income. In this regard, you will have the
right to elect to have the minimum amount of any required tax withholding with
respect to the vesting of RSUs satisfied by having the Company withhold a number
of shares of Common Stock otherwise deliverable to you in connection with the
vested RSUs having a Fair Market Value equal to such withholding tax
liability.

     

    For purposes of this Letter, “Fair Market
Value” of a share of Common Stock on any date shall be (i) if the
principal market for the Common Stock is a national securities exchange, the
closing sales price per share of the Common Stock on such day as reported by
such exchange or on a consolidated tape reflecting transactions on such
exchange, or (ii) if the principal market for the Common Stock is not a national
securities exchange, the closing average of the highest bid and lowest asked
prices per share of Common Stock on such day as reported by the market upon
which the Common Stock is quoted, or an independent dealer in the Common Stock,
as determined by the Company in good faith; provided, however, that if clauses
(i) and (ii) are all inapplicable, or if no trades have been made and no quotes
are available for such day, the Fair Market Value of the Common Stock shall be
determined by the Committee in good faith by any method consistent with
applicable regulations adopted by the United States Treasury Department relating
to stock options or stock valuation.

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    
       

           6.
     Forfeiture Events and Claw-Back

    

     

    Notwithstanding anything else in this
Letter, all RSUs that have not been paid to you by delivery  (in the
case of your voluntary termination without Good Reason, that have not been
vested rather than have not been delivered) of the underlying shares of Common
Stock as required by Section 4 prior to the fifth anniversary of the date of
grant of these RSUs shall be forfeited without payment (regardless of the vested
status of the RSUs) if any one of the following occurs prior to delivery as
required by Section 4 (vesting, in the case of your voluntary termination
without Good Reason) of the shares of Common Stock underlying the RSUs: (i) the
Company involuntarily terminates your employment as CEO for Cause; (ii) you
voluntarily terminate your employment as CEO without Good Reason prior to the
fifth anniversary of your assumption of the full CEO role; (iii) you engage in
Competitive Activity (as defined below) with the Company or any of its
subsidiaries during your employment by the Company or any of its subsidiaries or
within two years after your service as CEO and your Board membership terminates;
or (iv) you breach any of the Restrictive Covenants set out in Section 7 within
two (2) years after your cessation of employment with the Company or any
subsidiary. The Company reserves the right (as provided below) to claw-back
shares of Common Stock delivered under this Letter if you engage in Competitive
Activity or violate any of the Restrictive Covenants within two years after the
delivery (vesting in the case of your voluntary termination without Good Reason)
of such shares of Common Stock. If the Committee determines, in its good faith
discretion, that all or some portion of the shares of Common Stock delivered to
you will be clawed-back, then you shall be required to repay to the Company an
equal number of shares of Common Stock to that so delivered to you or, at your
option, cash equal to the Fair Market Value at the date of delivery to you of
such shares of Common Stock or a combination of shares of Common Stock having a
Fair Market Value on the date of repayment equal to the Fair Market Value of
such shares at the date of delivery thereof to you and such cash, in each case
reduced by the amount of taxes paid by you with respect to the vesting, delivery
and sale of such shares. In addition to any other remedy available to the
Company under applicable law, the Company shall have the right to offset any
other amounts payable to you by the amount of any required repayment by you
which has not been repaid.

     

    For purposes of this Letter, “Competitive
Activity” means your service as a director, officer, employee, principal,
agent, stockholder, member, owner or partner of, or you permit your name to be
used in connection with the activities of, any other business or organization
anywhere in the United States, or in any other geographic area in which the
Company or any of its subsidiaries operates or with respect to which the Company
provides financial news and commentary coverage (or from which such other
business or organization provides financial news and commentary coverage of the
United States), which engages in a business that competes with any business in
which the Company or any subsidiary is engaged (a “Competing
Business”; provided, however, that, notwithstanding the foregoing, it
shall not be a Competitive Activity for you to (i) become the registered or
beneficial owner of up to three percent (3%) of any class of capital stock of a
competing corporation registered under the Securities Exchange Act of 1934, as
amended, provided that you do not otherwise participate in the business of such
corporation or (ii) work in a non-competitive business of a company which is
carrying on a Competing Business, the revenues of which represent less than
twenty percent (20%) of the consolidated revenues of that company, or, as a
result thereof, owning compensatory equity in that company).

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

     

    
           7.
     Restrictive Covenants

    

     

    
      	
               
      

            	
              a.

            	
              Non-Solicitation
      of Employees

            


    

     

    You agree
that, during your employment by the Company or any subsidiary and through the
end of two years after your cessation of employment with the Company or any
subsidiary, you will not solicit for employment or hire, in any business
enterprise or activity, any employee of the Company or any subsidiary who was
employed by the Company or a subsidiary during your period of employment by the
Company or a subsidiary provided that (a) the foregoing shall not be violated by
any general advertising not targeted at Company or subsidiary employees nor by
you serving as a reference upon request, and (b) you may solicit and hire former
employees of the Company or its subsidiaries who had ceased being such employees
for a period of at least six months prior to any such solicitation or
hiring.

     

    
      	
               
      

            	
              b.

            	
              Non-Solicit
      of Clients and Vendors

            


    

     

    You agree
that, during your employment by the Company or any subsidiary and through the
end of two years after your cessation of employment with the Company or any
subsidiary, you will not solicit, in any business enterprise or activity, any
client, customer, third-party service provider, or vendor of the Company or any
subsidiary who was such during your period of employment by the Company or a
subsidiary to (i) cease being a client, customer, third-party provider or vendor
of the Company or any subsidiary or (ii) become a client, customer, third-party
provider or vendor of a Competing Business unless (without you having solicited
such person to cease such relationship) such person or entity ceased being a
client, customer, third-party provider or vendor of the Company or any
subsidiary for a period of at least six months prior to such
solicitation.

     

    
      	
               
      

            	
              c.

            	
              Non-Disparagement

            


    

     

    During
your employment by the Company or any subsidiary and indefinitely thereafter,
neither party shall make any statements, written or oral, to any third party
which disparage, criticize, discredit or otherwise operate to the detriment of
you or the Company, its present or former officers, shareholders, directors and
employees and their respective business reputation and/or goodwill, provided,
however, that nothing in this Section 7(c) shall prohibit either party from (i)
making any truthful statements or disclosures required by applicable law
regulation or (ii) taking any action to enforce its rights under this Letter or
any other agreement in effect between the parties.

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              d.

            	
              Confidentiality

            


    

     

    
      	
               
      

            	
              1)

            	
              During
      your employment by the Company or any subsidiary and indefinitely
      thereafter, you shall keep secret and retain in strictest confidence, any
      and all Confidential Information relating to the Company, except where
      your disclosure or use of such Confidential Information is in furtherance
      of the performance by you of your duties to the Company and not for
      personal benefit or the benefit of any interest adverse to the Company’s
      interests. For purposes of this Letter, “Confidential
      Information” shall mean any information including without
      limitation plans, specifications, models, samples, data, customer lists
      and customer information, computer programs and documentation, and other
      technical and/or business information, in whatever form, tangible or
      intangible, that can be communicated by whatever means available at such
      time, that relates to the Company’s current business or future business
      contemplated during your employment, products, services and development,
      or information received from others that the Company is obligated to treat
      as confidential or proprietary (provided that such confidential
      information shall not include any information that (a) has become
      generally available to the public or is generally known in the relevant
      trade or industry other than as a result of an improper disclosure by you,
      or (b) was available to or became known to you prior to the disclosure of
      such information on a non-confidential basis without breach of any duty of
      confidentiality to the Company), and you shall not disclose such
      confidential information to any Person (as defined below) other than the
      Company, except with the prior written consent of the Company, as may be
      required by law or court or administrative order (in which event you shall
      so notify the Company as promptly as practicable), or in performance of
      your duties on behalf of the Company. Further, this Section 7(d) shall not
      prevent you from disclosing Confidential Information in connection with
      any litigation, arbitration or mediation to enforce this Letter or other
      agreement between the parties, provided such disclosure is necessary for
      you to assert any claim or defense in such
  proceeding.

            


    

     

    
      	
               
      

            	
              For
      purposes of this Letter, “Person”
      shall mean an individual, corporation, partnership, limited liability
      company, limited liability partnership, association, trust or other
      unincorporated organization or
entity.

            


    

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              2)

            	
              Upon
      your termination of employment for any reason, you shall return to the
      Company all copies, reproductions and summaries of Confidential
      Information in your possession and use reasonable efforts to erase the
      same from all media in your possession, and, if the Company so requests,
      shall certify in writing that you have done so, except that you may retain
      such copies, reproductions and summaries during any period of litigation,
      arbitration or mediation referred to in Section 7(d)(1). All Confidential
      Information is and shall remain the property of the Company (or, in the
      case of information that the Company receives from a third party which it
      is obligated to treat as confidential, then the property of such third
      party); provided, you shall be entitled to retain copies of (i)
      information showing your compensation or relating to reimbursement of
      expenses, (ii) information that is required for the preparation of your
      personal income tax return, (iii) documents provided to you in your
      capacity as a participant in any employee benefit plan, policy or program
      of the Company and (iv) this Letter and any other agreement by and between
      you and the Company with regard to your employment or termination
      thereof.

            


    

     

    
      	
               
      

            	
              3)

            	
              All
      Intellectual Property (as hereinafter defined) and Technology (as
      hereinafter defined) created, developed, obtained or conceived of by you
      during your employment, and all business opportunities presented to you
      during your employment, shall be owned by and belong exclusively to the
      Company, provided that they reasonably relate to any of the business of
      the Company on the date of such creation, development, obtaining or
      conception, and you shall (i) promptly disclose any such Intellectual
      Property, Technology or business opportunity to the Company, and (ii)
      execute and deliver to the Company, without additional compensation, such
      instruments as the Company may require from time to time to evidence its
      ownership of any such Intellectual Property, Technology or business
      opportunity. For purposes of this Letter, (x) the term “Intellectual
      Property” means and includes any and all trademarks, trade names,
      service marks, service names, patents, copyrights, and applications
      therefor, and (y) the term “Technology”
      means and includes any and all trade secrets, proprietary information,
      invention, discoveries, know-how, formulae, processes and
      procedures.

            


    

     

    The
parties acknowledge that the restrictions contained in this Section 7 are a
reasonable and necessary protection of the immediate interests of the Company,
and any violation of these restrictions could cause substantial injury to the
Company and that the Company would not have entered into this Letter, without
receiving the additional consideration offered by you in binding yourself to any
of these restrictions. In the event of a breach or threatened breach by you of
any of these restrictions, the Company shall be entitled to apply to any court
of competent jurisdiction for an injunction restraining you from such breach or
threatened breach; provided, however, that the right to apply for an injunction
shall not be construed as prohibiting the Company from pursuing any other
available remedies for such breach or threatened breach.

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

     

         8.
     No Guarantee of Continuation of
Service

     

                  This
grant of RSUs does not constitute an assurance of continued Service for any
period or in any way interfere with the Company’s right to terminate your
Service.

     

         9.
     Administration

     

                  The
Committee has the sole power to exercise its good faith judgment to interpret
the Plan and this Letter and to act upon all matters relating this grant to the
extent provided in the Plan and not inconsistent with the terms of this Letter.
Any decision, determination, interpretation, or other action taken pursuant to
the provisions of the Plan and this Letter by the Committee shall be final,
binding, and conclusive.

     

         10.
     Amendment

     

                 The
Committee may from time to time amend the terms of this grant in accordance with
the terms of the Plan in effect at the time of such amendment, but no amendment
which is unfavorable to you can be made without your written
consent.

     

                 The
Plan is of unlimited duration, but may be amended, terminated or discontinued by
the Board of Directors of the Company at any time. However, no amendment,
termination or discontinuance of the Plan will unfavorably affect this
grant.

     

                  Notwithstanding
the foregoing, the Committee expressly reserves the right to amend the terms of the
Plan and this grant with your consent which shall not be unreasonably withheld
to the extent it determines that such amendment is necessary or desirable for an
exemption from Section 409A of the Code.

     

         11.
     Notices

     

    Unless
otherwise provided herein, any notice, exercise of rights or other communication
required or permitted to be given hereunder shall be in writing and shall be
given by overnight delivery service such as Federal Express or personal delivery
against receipt, or mailed by registered or certified mail (return receipt
requested), to the party to whom it is given at, in the case of the Company,
Compensation Committee Chair, TheStreet.com, Inc., 14 Wall Street, 15th Floor,
New York, NY 10005, or, in the case of Otte, at his principal residence address
as then reflected on the records of the Company or such other address as such
party may hereafter specify by notice to the other party hereto. Any notice or
other communication shall be deemed to have been given as of the date so
personally delivered or transmitted by telecopy or like transmission or on the
next business day after sent by overnight delivery service for next business day
delivery or on the fifth business day after sent by registered or certified
mail.

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    
       

           12.
     Representations

    

     

    The
Company hereby represents and warrants that the execution and delivery of this
Letter and the performance by the Company of its obligations hereunder have been
duly authorized by all necessary corporate action of the Company.

     

         13.
     Amendment

     

    This
Letter may be amended only by a written agreement signed by the parties
hereto.

     

         14.
     Binding Effect

     

    This
Letter shall be binding upon and inure to the benefit of the Company and any
successor organization which shall succeed to the Company by merger or
consolidation or operation of law, or by acquisition of all or substantially all
of the assets of the Company.

     

         15.
     Governing Law

     

    This
Letter shall be governed by and construed in accordance with the internal laws
of the State of New York applicable to contracts to be performed wholly within
the state and without regard to its conflict of laws provisions that would defer
to the laws of another jurisdiction, except to the extent the laws of the State
of Delaware mandatorily govern.

     

         16.
     Severability

     

    If any
provision of this Letter shall for any reason be held invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions hereof shall not be affected or impaired thereby. Moreover, if any
one or more of the provisions of this Letter shall be held to be excessively
broad as to duration, activity or subject, such provisions shall be construed by
limiting and reducing them so as to be enforceable to the maximum extent
allowable by applicable law. To the extent permitted by applicable law, each
party hereto waives any provision of law that renders any provision of this
Letter invalid, illegal or unenforceable in any way.

     

         17.
     Execution in Counterparts

     

    This
Letter may be executed in one or more counterparts, each of which shall be
deemed to be an original and all of which shall constitute one and the same
instrument.

    
 

    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

     

         18.
     Entire Agreement

     

    This
Letter, together with the Change of Control and Severance Agreement between the
Company and you dated the same date as this Letter and award agreements entered
into by and between Otte and the Company with respect to outstanding incentive
awards and incentive awards granted on or before the date hereof, sets forth the
entire agreement, and supersedes all prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof
and thereof.

     

         19.
     Titles and Headings

     

    Titles
and headings to Sections herein are for purposes of reference only, and shall in
no way limit, define or otherwise affect the meaning or interpretation of any of
the provisions of this Letter.

     

         20.
     Consent to Jurisdiction

     

    The
parties hereto each hereby irrevocably submit to the exclusive jurisdiction of
any New York State or Federal court sitting in the Borough of Manhattan, City of
New York in any action or proceeding to enforce the provisions of this Letter,
and waives the defense of inconvenient forum to the maintenance of any such
action or proceeding.

     

    ______________________

     

    This
Letter contains the formal terms and conditions of your award and accordingly
should be retained in your files for future reference. The Company may require
you to provide evidence of your acknowledgment of this Letter using such means
of notification as may be communicated to you by the Company or its service
provider.

    


    
      
        
          
            	 
      	
                    Very
      truly yours,

                  
	 
      	 
      
	 
      	
                    THESTREET.COM,
      INC.

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ William Gruver

                  
	 
      	
                    Name:
      William R. Gruver

                  
	 
      	
                    Title:
      Compensation Committee
Chair

                  


          

        

      

    

    


    
      
        	
                AGREED
      TO AND ACCEPTED:

              	 
      
	 
      	 
      
	
                /s/ Daryl Otte

              	 
      
	
                Daryl
      R. Otte

              	 
      


      

    

     

    
      
        
           


        

        
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