EMPLOYMENT
      AGREEMENT

     

    EMPLOYMENT
      AGREEMENT (this “Employment Agreement”), dated as of September ___, 2007 (the
“Commencement Date”), by and between TheStreet.com, Inc., a Delaware corporation
      (the “Company” or “TheStreet.com”), and Thomas J. Clarke, Jr.
      (“Clarke”).

     

    WHEREAS,
      the Company and Clarke previously entered into an employment agreement dated
      as
      of January 1, 2006 (the “Prior Employment Agreement”), and the Company and
      Clarke now desire to revise the terms set forth in the Prior Employment
      Agreement by entering into this Employment Agreement, on the terms and
      conditions set forth herein; and

     

    NOW
      THEREFORE, the parties hereto agree as follows:

     

    Section
      1. Duties;
      Term. 

     

    (a)
      The
      Company agrees to employ Clarke, and Clarke agrees to be so employed, in the
      position of Chairman and Chief Executive Officer of the Company, reporting
      to
      the Board of Directors (the “Board”) of the Company. Clarke agrees to perform
      such duties, functions and responsibilities as are generally incident to such
      positions, for a period commencing on the Commencement Date and ending on
      September 30, 2009, unless sooner terminated in accordance with Section 4 hereof
      (the “Initial Term”). The Initial Term automatically shall be extended for one
      (1) additional year at the end of the Initial Term and then again after each
      successive year thereafter (the “Term”). However, either party may terminate
      this Employment Agreement at the end of the Initial Term, or at the end of
      any
      successive one (1) year term thereafter, by giving the other party written
      notice of intent not to renew delivered at least 90 (ninety) days prior to
      the
      end of such Initial Term or successive one (1) year term. Clarke agrees to
      faithfully perform the lawful duties assigned to him pursuant to this Employment
      Agreement to the best of his abilities and to devote all of his business time
      and attention to the Company’s business. Clarke shall be subject to all laws,
      rules, regulations and policies as are from time to time applicable to employees
      of the Company and, in the case of rules or policies adopted by the Company,
      communicated to him in writing, including TheStreet.com’s Policy on Investments.
      Clarke will make recommendations to the Compensation Committee of the Board
      (the
“Committee”) with regard to compensation levels (including equity awards) for
      senior executive officers and the Committee shall consider such
      recommendations.

     

    (b)
      Notwithstanding the foregoing, Clarke may (i) serve on civic or charitable
      boards or not-for-profit industry related organizations, (ii) engage in
      charitable, civic, educational, professional, community and/or industry
      activities without remuneration therefor and (iii) manage personal and
      family investments, so long as such activities do not interfere with performance
      of Clarke’s duties under the Employment Agreement. Clarke also may serve on the
      board of directors or advisory committee of other for-profit enterprises subject
      to the consent of the Board, which shall not unreasonably be withheld; provided,
      however, that Clarke shall not serve on more than two such boards at the same
      time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      2.
      Compensation.

     

    (a)
      Annual
      Salary.
      As
      compensation for his services hereunder, during the Term the Company shall
      pay
      to Clarke a salary of Four Hundred and Ten Thousand Dollars ($410,000) per
      annum, payable in accordance with the Company’s standard payroll policies, and
      less all applicable federal, state and local withholding taxes (the “Annual
      Salary”). The Annual Salary shall be reviewed at least annually during the Term,
      and may be increased in the sole discretion of the Committee, taking into
      consideration both the Company’s and Clarke’s performance during the preceding
      year.

     

    (b)
      Annual
      Bonus.
      Except
      as set forth in Section 4 hereof, in addition to the Annual Salary, Clarke
      shall
      be entitled to receive an additional cash bonus opportunity for his employment
      during calendar year 2007 (as previously established in accordance with the
      terms of the Agreement for Grant of Cash Performance Award granted to Clarke
      on
      May 15, 2007 under the 2007 Performance Incentive Plan (the “2007 Plan”), as
      well as Annual Bonus opportunities in each subsequent calendar year during
      the
      Term in accordance with the bonus plan for senior management of the Company
      (the
“Bonus Plan”) with an annualized target bonus of 75% of his Annual Salary, and
      upon such terms as are established at the sole discretion of the Committee
      (the
      amount earned under such bonus opportunity referred to herein as the “Annual
      Bonus”). 

     

    (c)
      Long-term
      Equity Incentive Compensation.
      The
      Company shall annually grant to Clarke on or about January 1 of each year of
      his
      employment during the Term long-term equity incentive compensation opportunities
      in such form as the Committee may reasonably determine having a grant date
      economic value of not less than three hundred thousand dollars ($300,000),
      as
      determined by the Committee in its sole discretion (the “New
      LTIs”).

     

    In
      the
      event such long-term equity incentive compensation award is provided in a form
      other than stock options, stock appreciation rights or restricted stock, payment
      of such award shall be paid on or within sixty (60) days after the vesting
      of
      the award.

     

    Notwithstanding
      any other provision hereof, following the termination of Clarke’s employment by
      the Company without Cause, a voluntary termination by Clarke for Good Reason,
      upon the expiration of this Employment Agreement as a result of the Company
      delivering notice of non-renewal pursuant to Section 1(a), or the upon the
      occurrence of a Change of Control (as defined in the 2007 Plan) prior to the
      termination of Clarke’s employment hereunder for any reason, the then unvested
      portion of the New LTIs will immediately become vested. The New LTIs shall
      also
      have such other terms not inconsistent with the foregoing as shall be determined
      by the Company and set forth in a grant agreement.

     

    Section
      3.
      Benefits;
      Expense Reimbursement.

     

    During
      the Term, Clarke shall participate in any group insurance, accident, sickness
      and hospitalization insurance, and any other employee benefit plans of the
      Company in effect during the Term and available to the Company’s executive
      officers. Without limiting the generality of the foregoing, during the Term,
      the
      Company will provide Clarke at its expense with a term life insurance policy
      with a death benefit equal to two (2) times Clarke’s Annual Salary, the
      beneficiary to be named by Clarke; provided that the Company shall not be
      required to incur annual expense in excess of $5,000 in connection with such
      term life insurance policy. During the Term, Clarke shall annually receive
      a
      physical exam at a distinguished medical facility (such as the Mayo Clinic
      or
      the Cleveland Clinic). All reasonable expenses associated with these annual
      physicals (including travel) shall be paid by the Company.

     

    
      
        
        

      

      
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    Clarke
      shall have the right to reimbursement, upon proper accounting, of reasonable
      expenses and disbursements incurred by him in the course of his duties
      hereunder. In addition, during each year of the Term, Clarke shall be entitled
      to five (5) weeks of paid vacation.

     

    Section
      4.
      Employment
      Termination.

     

    (a)
      At
      any time during the Term, and except as otherwise provided in Sections 4(b)
      and
      4(c) hereof, the Company shall only have the right to terminate this Employment
      Agreement and Clarke’s employment with the Company hereunder, upon written
      notice to Clarke, in the event Clarke engages in conduct which constitutes
      “Cause.” For purposes of this Employment Agreement, Cause shall mean (i)
      Clarke’s willful misconduct in the performance of his obligations under this
      Employment Agreement or gross negligence in the performance of his obligations
      under this Employment Agreement, (ii) dishonesty or misappropriation by Clarke
      relating to the Company or any of its funds, properties, or other assets, (iii)
      inexcusable repeated or prolonged absence from work by Clarke (other than as
      a
      result of, or in connection with, a disability), (iv) any unauthorized
      disclosure by Clarke of confidential or proprietary information of the Company
      which is reasonably likely to result in material harm to the Company, (v) a
      conviction of Clarke (including entry of a guilty or nolo contendere plea)
      involving fraud, dishonesty, or moral turpitude, or involving a violation of
      federal or state securities laws, or (vi) the failure by Clarke to attempt
      to
      perform faithfully his duties hereunder, or other material breach by Clarke
      of
      this Employment Agreement, and such failure or breach is not cured, to the
      extent cure is possible, by Clarke within thirty (30) days after written notice
      thereof from the Company to Clarke; provided, however, that no event or
      condition described in clauses (i), (ii), (iii), (iv) and (vi) shall constitute
      Cause unless (x) the Company first gives Clarke written notice of its
      intention to terminate his employment for Cause and the grounds for such
      termination no fewer than ten (10) days prior to the date of termination; and
      (y) Clarke is provided the opportunity to appear before the Board, with or
      without legal representation at his election to present arguments on his own
      behalf; provided further, however, that notwithstanding anything to the contrary
      in this Agreement 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 Clarke and his duties at
      the
      Company pending such appearance. No act or failure to act on Clarke’s part will
      be considered “willful” unless done, or omitted to be done, by Clarke not in
      good faith and without reasonable belief that his action or omission was in
      the
      best interests of the Company. If this Employment Agreement and Clarke’s
      employment with the Company hereunder is terminated for Cause, or if Clarke
      voluntarily resigns from the Company without Good Reason during the Term or
      gives notice of non-renewal of this Employment Agreement as provided by Section
      1(a), except as otherwise required by Section 27 hereof the Company shall pay
      Clarke (i) a lump sum amount within thirty (30) days of such termination, equal
      to the sum of (A) all earned but unpaid portions of the Annual Salary, (B)
      any
      earned but unpaid Annual Bonus for a previously completed fiscal year of the
      Company, (C) reimbursement for any unreimbursed business expenses incurred
      by
      Clarke prior to the date of termination or resignation (the “Termination Date”)
      subject to reimbursement pursuant to Section 3, and (D) payment for any unused
      vacation days through the Termination Date ((A) - (D) collectively the “Accrued
      Amounts”), and (ii) any other amounts or benefits (other than severance,
      termination or similar pay) required to be paid or provided by law or under
      any
      plan, program or policy of the Company (the “Accrued Benefits”) in accordance
      with the terms thereof, and following any such termination, Clarke shall not
      be
      entitled to receive any other compensation or benefits from the Company
      hereunder, including, without limitation, any portion of the Annual Bonus for
      the year in which he is terminated. 

     

    
      
        
        

      

      
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    (b)
      This
      Employment Agreement and Clarke’s employment with the Company hereunder may also
      be terminated by the Company without Cause, or by Clarke upon the occurrence
      of
      an event constituting Good Reason. For purposes of this Employment Agreement,
      “Good Reason” shall mean (i) the failure of the Company to cure a material
      adverse change made by it in Clarke’s authority, functions, duties, or
      responsibilities in his position with the Company as provided in this Employment
      Agreement, or (ii) prior to a Change in Control, any adverse change in Clarke’s
      positions, titles or reporting responsibility (such that Clarke reports to
      a
      person other than the Board), or (iii) the assignment of duties to Clarke that
      are inconsistent with his position and status as Chairman and Chief Executive
      Officer, or (iv) a reduction in the Annual Salary during the Term, or (v) the
      failure of the Company to cure any other material breach of this Employment
      Agreement (as described below), or (vi) in connection with the occurrence of
      a
      Change of Control, there is a significant reduction of Clarke’s authority,
      duties or responsibilities relative to his authority, duties or responsibilities
      in effect immediately prior to such reduction; provided, however, that the
      foregoing provision shall not include a reduction in duties or responsibilities
      solely by virtue of the Company being acquired and made part of a larger entity
      (as, for example, if Clarke is not appointed as Chief Executive Officer of
      the
      acquiring corporation, but continues to have a substantially similar level
      of
      responsibility over the affairs of the Company following such Change of
      Control), or (vii) Clarke’s relocation by the Company or a successor thereto to
      a location more than fifty (50) miles from either the Company’s current
      headquarters or Bridgewater, New Jersey; provided that in the case of (i)
      through (v) above, the Company has failed to cure the event constituting Good
      Reason within thirty (30) days following written notice thereof from Clarke.
      In
      the event that Clarke’s employment with the Company shall terminate during the
      Term on account of termination by the Company without Cause, or by Clarke with
      Good Reason, then the Company shall pay or provide to Clarke, as his sole and
      exclusive remedy hereunder, (A) the Accrued Amounts, (B) the Accrued Benefits,
      (C) a pro rata (based on the number of days employed in the year of termination
      or resignation) bonus for the fiscal year in which such termination or
      resignation occurs based on the average of the Annual Bonuses paid to Clarke
      for
      the two (2) years immediately preceding such termination or resignation (a
“Pro
      Rated Bonus”), (D) group life, disability, sickness, hospitalization and
      accident insurance benefits equivalent to those to which Clarke would have
      been
      entitled if he had continued working for the Company for an additional twelve
      (12) month period following the Termination Date, (E) 100% of the Annual Salary
      to the same extent to which Clarke would have been entitled if he had continued
      working for the Company for an additional twelve (12) month period following
      the
      Termination Date, and (F) 50% of the Annual Salary to the same extent to which
      Clarke would have been entitled if he had continued working for the Company
      for
      the period, if any, commencing on the first anniversary of the Termination
      Date
      and ending on the last day of the Term. The Accrued Benefits shall be provided
      in accordance with their terms. Except as otherwise required by Section 27,
      the
      payments provided for in (A), (C), (E) and (F) above shall be made to Clarke
      in
      a lump sum payment within thirty (30) days following such termination or
      resignation; provided that the payments provided for in (E) and (F) shall be
      contingent upon Clarke’s continued compliance with Sections 5, 6, and 7 hereof
      (except that Clarke shall not be deemed for purposes of this Section 4(b) not
      to
      have been in compliance with Section 6 solely as a result of an unintentional
      and immaterial disclosure of confidential information) and Clarke shall be
      obligated to repay all such payments upon determination by the Board that Clarke
      has failed to comply as such with Sections 5, 6, or 7 hereof; and provided
      further that the benefits continuation provided for in (D) above shall terminate
      upon Clarke’s becoming eligible for corresponding benefits in connection with
      new employment.

     

    
      
        
        

      

      
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    (c)
      This
      Employment Agreement and Clarke’s employment with the Company hereunder shall
      terminate immediately and automatically upon (i) the death or Disability (as
      defined below) of Clarke or (ii) the expiration of the Term as a result of
      the
      Company giving notice to Clarke to terminate this Employment Agreement as
      provided by Section 1(a). For purposes of this Employment Agreement,
“Disability” shall mean physical or mental incapacity of a nature which prevents
      Clarke, in the good faith judgment of the Company’s Board of Directors, from
      performing his duties under this Employment Agreement for a period of 90
      consecutive days or 150 days during any year with each year under this
      Employment Agreement commencing on each anniversary of the date hereof. If
      this
      Employment Agreement and Clarke’s employment with the Company hereunder is
      terminated on account of (i) or (ii) above, then the Company shall pay Clarke,
      or his estate, conservator or designated beneficiary, as the case may be, an
      amount equal to (A) the Accrued Amounts, (B) the Accrued Benefits and (C) a
      Pro
      Rated Bonus, and following any such termination, neither Clarke, nor his estate,
      conservator or designated beneficiary, as the case may be, shall be entitled
      to
      receive any other compensation or benefits from the Company hereunder, provided,
      however, that if Clarke’s employment is terminated on account of (ii) above,
      then the Company shall also pay or provide to Clarke (D) group life, disability,
      sickness, hospitalization and accident insurance benefits equivalent to those
      to
      which Clarke would have been entitled if he had continued working for the
      Company for an additional twelve (12) month period, and (E) the Annual Salary
      to
      the same extent to which Clarke would have been entitled if he had continued
      working for the Company for an additional twelve (12) month period. The Accrued
      Benefits shall be provided in accordance with their terms. Except as otherwise
      required by Section 27, the payments provided for in (A), (C) and (E) above
      shall be made in a lump sum payment within thirty (30) days following such
      termination; provided that the payments provided for in (E) shall be contingent
      upon Clarke’s continued compliance with Sections 5, 6, and 7 hereof (except that
      Clarke shall not be deemed for purposes of this Section 4(c) not to have been
      in
      compliance with Section 6 solely as a result of an unintentional and immaterial
      disclosure of confidential information) and Clarke shall be obligated to repay
      all such payments upon determination by the Board that Clarke has failed to
      comply as such with Sections 5, 6, or 7 hereof; and provided further that the
      benefits continuation provided for in (D) above shall terminate upon Clarke’s
      becoming eligible for corresponding benefits in connection with new
      employment.

     

    
      
        
        

      

      
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    (d)
      This
      Employment Agreement and Clarke’s employment with the Company hereunder shall
      terminate immediately and automatically upon the final and complete liquidation
      or dissolution of the Company or a final and complete shutdown of the business
      then conducted by the Company (each, a “Liquidation Event”). In the event that
      Clarke remains employed by the Company under this Employment Agreement until
      the
      time of any Liquidation Event, then the Company shall pay to Clarke upon such
      Liquidation Event, as his sole and exclusive remedy hereunder, an amount equal
      to his then-current Annual Salary, the Accrued Amounts and the Accrued Benefits,
      less any amounts required to be withheld by law.

     

    (e)
      Upon
      the termination of this Employment Agreement pursuant to Section 4 hereof,
      the
      Company shall have no further obligations under this Employment Agreement;
      provided, (except for amounts and benefits payable in Section 2 thru 4 above)
      however, that Sections 5 through 27 hereof shall survive and remain in full
      force and effect.

     

    Section
      5.
      Non-Competition.

     

    (a)
      Clarke hereby agrees that, during the period from the Commencement Date through
      the end of the first twelve (12) months after the cessation of Clarke’s
      employment with the Company, he will not engage in “Competition” with the
      Company. For purposes of this Employment Agreement, Competition by Clarke shall
      mean Clarke’s engaging in, or otherwise directly or indirectly being employed by
      or acting as a consultant or lender to, or being a director, officer, employee,
      principal, agent, stockholder, member, owner or partner of, or permitting his
      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 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 violation of this Section
      5(a)
      for Clarke to (x) become the registered or beneficial owner of up to three
      percent (3%) of any class of the capital stock of a competing corporation
      registered under the Securities Exchange Act of 1934, as amended, provided
      that
      Clarke does not otherwise participate in the business of such corporation or
      (y)
      work in a non-competitive business of a company which is carrying on a Competing
      Business, the revenues of which represent less than 20% of the consolidated
      revenues of that company, or, as a result thereof, owning compensatory equity
      in
      that company.

     

    
      
        
        

      

      
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    (b)
      Clarke hereby agrees that, during the period from the Commencement Date through
      the end of the first twelve (12) months after the cessation of Clarke’s
      employment with the Company, he will not solicit for employment or hire, in
      any
      business enterprise or activity, any employee of the Company who was employed
      by
      the Company during the Term; provided, the foregoing shall not be violated
      by
      general advertising not targeted at Company employees nor by serving as a
      reference upon request.

     

    Section
      6.
      Confidentiality;
      Intellectual Property.

     

    (a)
      Except as otherwise provided in this Employment Agreement, at all times during
      and after the Term, i.e., indefinitely from and after the Commencement Date,
      Clarke shall keep secret and retain in strictest confidence, any and all
      confidential information relating to the Company, and shall use such
      confidential information only in furtherance of the performance by him of his
      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 Employment
      Agreement, “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 the
      Term, 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
      Clarke, or (b) was available to or became known to Clarke prior to the
      disclosure of such information on a non-confidential basis without breach of
      any
      duty of confidentiality to the Company), and Clarke shall not disclose such
      confidential information to any Person 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 Clarke shall so notify the Company as
      promptly as practicable), or in performance of his duties hereunder. Further,
      this Section 6(a) shall not prevent Clarke from disclosing Confidential
      Information in connection with any litigation, arbitration or mediation to
      enforce this Employment Agreement, provided that such disclosure is necessary
      for Clarke to assert any claim or defense in such proceeding. 

     

    
      
        
        

      

      
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    (b)
      Upon
      termination of the Term for any reason, Clarke shall return to the Company
      all
      copies, reproductions and summaries of confidential information in his
      possession and erase the same from all media in his possession, and, if the
      Company so requests, shall certify in writing that he has done so. 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, Clarke shall be entitled to retain copies of (i) information showing
      his compensation or relating to reimbursement of expenses, (ii) information
      that
      is required for the preparation of his personal income tax return, (iii)
      documents provided to him in his capacity as a participant in any employee
      benefit plan, policy or program of the Company and (iv) this Employment
      Agreement and any other agreement by and between him and the Company with regard
      to his employment or termination thereof.

     

    (c)
      All
      Intellectual Property (as hereinafter defined) and Technology (as hereinafter
      defined) created, developed, obtained or conceived of by Clarke during the
      Term,
      and all business opportunities presented to Clarke during the Term, 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 Clarke 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 Employment Agreement, (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.

     

    Section
      7.
      Non-Disparagement.

     

    During
      the Term 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 Clarke 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 shall prohibit either party from (i) making any truthful statements
      or
      disclosures required by applicable law or regulation or (ii) taking any action
      to enforce its rights under this Employment Agreement or any other agreement
      in
      effect between the parties.

     

    Section
      8.
      Covenants
      Reasonable.

     

    The
      parties acknowledge that the restrictions contained in Sections 5, 6, and 7
      hereof 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
      Employment Agreement, without receiving the additional consideration offered
      by
      Clarke in binding himself to any of these restrictions. In the event of a breach
      or threatened breach by Clarke of any of these restrictions, the Company shall
      be entitled to apply to any court of competent jurisdiction for an injunction
      restraining Clarke 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.

     

    
      
        
        

      

      
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    Section
      9.
      No
      Third Party Beneficiary.

     

    This
      Employment Agreement is not intended and shall not be construed to confer any
      rights or remedies hereunder upon any Person, other than the parties hereto
      or
      their permitted assigns (including, without limitation, Clarke’s estate
      following his death). “Person” shall mean an individual, corporation,
      partnership, limited liability company, limited liability partnership,
      association, trust or other unincorporated organization or entity.

     

    Section
      10.
      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, telecopy (or like
      transmission) or personal delivery against receipt, or mailed by registered
      or
      certified mail (return receipt requested), to the party to whom it is given
      at
      such party’s address set forth below such party’s name on the signature page 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 when sent by overnight delivery
      service.

     

    Section
      11.
      Representations.

     

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

     

    Section
      12.
      Amendment.

     

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

     

    Section
      13.
      Binding
      Effect.

     

    The
      rights and duties under this Employment Agreement are not assignable by Clarke
      other than as a result of his death. None of Clarke’s rights under this
      Employment Agreement shall be subject to any encumbrances or the claims of
      Clarke’s creditors. This Employment Agreement 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 (provided that a successor
      by way of acquisition of assets shall have undertaken in writing to assume
      the
      obligations of the Company hereunder).

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Section
      14.
      Governing
      Law.

     

    This
      Employment Agreement 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.

     

    Section
      15.
      Severability.

     

    If
      any
      provision of this Employment Agreement, including those contained in Sections
      5,
      6, and 7 hereof, 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 Employment Agreement, including those contained in Sections
      5, 6, and 7 hereof, 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 Employment Agreement
      invalid, illegal or unenforceable in any way.

     

    Section
      16.
      Execution
      in Counterparts.

     

    This
      Employment Agreement 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.

     

    Section
      17.
      Entire
      Agreement.

     

    This
      Employment Agreement, together with the award agreements entered into by and
      between Clarke and the Company with respect to outstanding incentive awards
      and
      incentive awards granted after the date hereof, sets forth the entire agreement,
      and supersedes all prior agreements and understandings, both written and oral,
      including, but not limited to, the Prior Employment Agreement, between the
      parties with respect to the subject matter hereof and thereof.

     

    Section
      18.
      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 Employment Agreement. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Section
      19.
      Conflicts
      of Interest.

     

    Clarke
      specifically covenants, warrants and represents to the Company that he has
      the
      full, complete and entire right and authority to enter into this Employment
      Agreement, that he has no agreement, duty, commitment or responsibility of
      any
      kind or nature whatsoever with any corporation, partnership, firm, company,
      joint venture or other entity or other Person which would conflict in any manner
      whatsoever with any of his duties, obligations or responsibilities to the
      Company pursuant to this Employment Agreement, that he is not in possession
      of
      any document or other tangible property of any other Person of a confidential
      or
      proprietary nature which would conflict in any manner whatsoever with any of
      his
      duties, obligations or responsibilities to the Company pursuant to his
      Employment Agreement, and that he is fully ready, willing and able to perform
      each and all of his duties, obligations and responsibilities to the Company
      pursuant to this Employment Agreement.

     

    Section
      20.
      Consent
      to Jurisdiction.

     

    Clarke
      hereby irrevocably submits to the jurisdiction of any New York State or Federal
      court sitting in the City of New York in any action or proceeding to enforce
      the
      provisions of this Employment Agreement, and waives the defense of inconvenient
      forum to the maintenance of any such action or proceeding.

     

    Section
      21.
      Indemnification.

     

    The
      Company agrees that if Clarke is or is made a party, or is threatened to be
      made
      a party, to any action, suit or proceeding (a “Proceeding”), by reason of the
      fact that he is or was a director, officer or employee of the Company or is
      or
      was serving at the request of the Company as a director, officer, member,
      employee or agent of another entity, Clarke shall be fully indemnified and
      held
      harmless by the Company to the fullest extent permitted by law against all
      cost,
      expense, liability and loss reasonably incurred or suffered by Clarke in
      connection therewith, and such indemnification shall continue after termination
      of Clarke’s employment with respect to acts or omissions which occurred prior to
      his termination of employment and which occur after his termination of
      employment pursuant to this Section 21, and shall inure to the benefit of
      Clarke’s heirs, executors and administrators. To the fullest extent allowed by
      law, the Company shall advance to Clarke all reasonable costs and expenses
      incurred by him in connection with a Proceeding within 20 calendar days after
      receipt by the Company of a written request for such advance. Such request
      shall
      include an undertaking by Clarke to repay the amount of such advance if it
      shall
      ultimately be determined that he is not entitled to be indemnified against
      such
      costs and expenses. 

     

    Section
      22.
      Liability
      Insurance.

     

    The
      Company shall cover Clarke under directors and officers liability insurance
      both
      during and, while potential liability exists, after the Term in the same amount
      and to the same extent as the Company generally provides to its other senior
      executive officers and directors. This provision shall in all events survive
      any
      termination of this Employment Agreement.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Section
      23.
      No
      Duty to Mitigate.

     

    Clarke
      shall have no duty to mitigate or off-set any amounts payable by the Company
      to
      Clarke hereunder. 

     

    Section
      24.
      Release.

     

    As
      a
      condition to the obligation of the Company to make the payments provided for
      in
      this Employment Agreement and otherwise perform its obligations hereunder to
      Clarke upon termination of Clarke’s employment (other than due to his death),
      Clarke or his legal representatives shall deliver to the Company a written
      release, substantially in the form attached hereto as Exhibit A, and the time
      for revocation of such release shall have expired, no later than thirty (30)
      days following termination of Clarke’s employment; provided, however, that such
      release shall be conditioned on the receipt from the Company of a release of
      Clarke, provided that such release from the Company shall not be such a
      condition and shall be null and void and of no force or effect in the event
      of
      any act or omission by Clarke that could constitute the basis for termination
      for Cause or that could be a crime of any kind.

     

    Section
      25.
      

     

    [Intentionally
      left blank.]

     

    Section
      26.
      Forfeiture
      of Compensation.

     

    If
      the
      Company is required to restate its financial statements and the Board, in its
      sole discretion, determines that (i) the need for the restatement was caused
      by
      fraud or misconduct, (ii) the payment of or entitlement to payment of Clarke’s
      Annual Bonus and/or long-term cash or equity incentives was based on the
      achievement of financial results that were subsequently restated, (iii) a
      smaller or no payment would have been made to Clarke had the financial results
      been properly reported, and (iv) it is appropriate that the Company recoup
      all
      or a portion of the amounts described in clause (ii), then Clarke shall be
      required to repay to the Company or shall forfeit, as the case may be, such
      portion of the amounts described in clause (ii) and/or profits realized on
      the
      sale by Clarke, during the 12-month period after public issuance of the
      incorrect financial statements, of Company securities issued as equity
      incentives as the Board, in its sole discretion, shall determine. 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 Clarke, under this
      Employment Agreement or otherwise, by the amount of any required repayment
      by
      Clarke which has not been repaid.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Section
      27.
      Section
      409A.

     

    (a)
      Notwithstanding any provision of this Employment Agreement to the contrary,
      if
      Clarke is a “specified employee” as determined by the Board or the Committee in
      accordance with Section 409A of the Internal Revenue Code of 1986, as amended
      or
      any regulations or Treasury guidance promulgated thereunder (“Section 409A”),
      Clarke shall not be entitled to any payments of amounts which
      constitute deferred compensation within the meaning of Section 409A upon
      a
      termination of his employment until the earlier of (i) the date which is six
      months after his termination of employment for any reason other than death
      (except that during such six (6) month period Clarke may receive total payments
      from the Company that do not exceed the amount specified in Treas. Reg. Section
      1.409A-1(b)(9) or that constitute a short-term deferral within the meaning
      of
      Section 409A), or (ii) the date of his death. 

     

    (b)
      If
      any provision of this Employment Agreement or of any award of compensation,
      including equity compensation or benefits would cause Clarke to incur any
      additional tax or interest under Section 409A, the parties agree to negotiate
      in
      good faith to reform such provision in such manner as to maintain, to the
      maximum extent practicable, the original intent and economic terms of the
      applicable provision without violating the provisions of Section 409A.


     

    (c)
      Notwithstanding any provision of this Employment Agreement to the contrary,
      to
      the extent any compensation or award which constitute deferred compensation
      within the meaning of Section 409A shall vest upon the occurrence of a Change
      of
      Control and such Change of Control does not constitute a “change in the
      ownership or effective control” or a “change in the ownership or a substantial
      portion of the assets” of the Corporation within the meaning of
      Section 409A, then notwithstanding such vesting payment will be made to
      Clarke on the earliest of (i) Clarke’s “separation from service” with the
      Company (determined in accordance with Section 409A) (or, if Clarke is a
      specified employee within the meaning of Section 409A, such later date as
      provided in paragraph (a) of this Section 27), (ii) the date payment
      otherwise would have been made, or (iii) Clarke’s death.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

              IN
      WITNESS WHEREOF, the undersigned have executed this Employment Agreement as
      of
      the date first written above.

     

    
       

      
        
          	
                  /s/
                    Thomas
                    J. Clarke, Jr.

                
	
                  
                    Thomas
                      J. Clarke, Jr.

                  

                
	
                  
                    6
                      Arrowsmith Drive

                  

                
	
                  
                    Bridgewater,
                      New Jersey 00807

                  

                
	 
	
                  THESTREET.COM.
                    INC. 

                
	
                   

                
	By:
                  	/s/
                  William Gruver
	Name:
                  William Gruver
	Title:
                  Director, Chairman of the Compensation Committee
	
                	 	 
	Address:	14
                  Wall Street
	 	 	
                  15th
                    Floor

                
	 	 	New
                  York, NY 10005
	
                  
                    Telephone
                      No.: (212) 321-5000

                  

                
	
                  
                    Telecopy
                      No.: (212) 321-5013

                  

                


        

      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      A

     

    Form
      of
      Release

     

    This
      Release (this “Release”) is entered into by Thomas J. Clarke, Jr. (“Clarke”) and
      TheStreet.com, Inc., a Delaware corporation (the “Company”), effective as of
      [DATE] (the “Effective Date”).

     

    In
      consideration of the promises set forth in the Employment Agreement between
      Clarke and the Company, dated as of September , 2007 (the “Employment
      Agreement”), Clarke and the Company agree as follows:

     

    1. General
      Releases and Waivers of Claims.

     

    (a)  Clarke’s
      Release of Company.
      In
      consideration of the payments and benefits provided to Clarke under the
      Employment Agreement and after consultation with counsel, Clarke and each of
      his
      respective heirs, executors, administrators, representatives, agents, successors
      and assigns (collectively, the “Clarke Parties”) hereby irrevocably and
      unconditionally release and forever discharge the Company and its subsidiaries
      and affiliates and each of their respective officers, employees, directors,
      shareholders and agents (“Company Parties”) from any and all claims, actions,
      causes of action, rights, judgments, fees and costs (including attorneys’ fees),
      obligations, damages, demands, accountings or liabilities of whatever kind
      or
      character (collectively, “Claims”), including, without limitation, any Claims
      based upon contract, tort, or under any federal, state, local or foreign law,
      that the Clarke Parties may have, or in the future may possess, arising out
      of
      any aspect of Clarke’s employment relationship with and service as an employee,
      officer, director or agent of the Company, or the termination of such
      relationship or service, that occurred, existed or arose on or prior to the
      date
      hereof; provided, however, that Clarke does not release, discharge or waive
      (i)
      any rights to payments and benefits provided under the Employment Agreement
      that
      are contingent upon the execution by Clarke of this Release, (ii) any right
      Clarke may have to enforce this Release or the Employment Agreement, (iii)
      Clarke’s eligibility for indemnification in accordance with the Company’s
      certificate of incorporation, bylaws or other corporate governance document,
      or
      any applicable insurance policy, with respect to any liability he incurred
      or
      might incur as an employee, officer or director of the Company, including,
      without limitation, pursuant to Section 22 of the Employment Agreement, or
      (iv)
      any claims for accrued, vested benefits under any employee benefit or pension
      plan of the Company Parties subject to the terms and conditions of such plan
      and
      applicable law including, without limitation, any such claims under the Employee
      Retirement Income Security Act of 1974.

     

    (b)
      Executive’s
      Specific Release of ADEA Claims.
      In
      further consideration of the payments and benefits provided to Clarke under
      the
      Employment Agreement, the Clarke Parties hereby unconditionally release and
      forever discharge the Company Parties from any and all Claims that the Clarke
      Parties may have as of the date Clarke signs this Release arising under the
      Federal Age Discrimination in Employment Act of 1967, as amended, and the
      applicable rules and regulations promulgated thereunder (“ADEA”). By signing
      this Release, Clarke hereby acknowledges and confirms the following:
      (i) Clarke was advised by the Company in connection with his termination to
      consult with an attorney of his choice prior to signing this Release and to
      have
      such attorney explain to him the terms of this Release, including, without
      limitation, the terms relating to his release of claims arising under ADEA,
      and
      Clarke has in fact consulted with an attorney; (ii) Clarke was given a
      period of not fewer than 21 days to consider the terms of this Release and
      to
      consult with an attorney of his choosing with respect thereto; and
      (iii) Clarke knowingly and voluntarily accepts the terms of this Release.
      Clarke also understands that he has seven (7) days following the date on
      which he signs this Release within which to revoke the release contained in
      this
      paragraph, by providing the Company a written notice of his revocation of the
      release and waiver contained in this paragraph.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  Company’s
      Release of Executive.
      The
      Company for itself and on behalf of the Company Parties hereby irrevocably
      and
      unconditionally release and forever discharge the Clarke Parties from any and
      all Claims, including, without limitation, any Claims based upon contract,
      tort,
      or under any federal, state, local or foreign law, that the Company Parties
      may
      have, or in the future may possess, arising out of any aspect of Clarke’s
      employment relationship with and service as an employee, officer, director
      or
      agent of the Company, or the termination of such relationship or service, that
      occurred, existed or arose on or prior to the date hereof, excepting any Claim
      which would constitute or result from conduct by Clarke that could constitute
      the basis for termination for Cause under the Employment Agreement or could
      be a
      crime of any kind. Anything to the contrary notwithstanding in this Release,
      nothing herein shall release Clarke or any other Executive Party from any Claims
      based on any right the Company may have to enforce this Release or the
      Employment Agreement. 

     

    (d)  No
      Assignment.
      The
      parties represent and warrant that they have not assigned any of the Claims
      being released under this Release.

     

    2. Proceedings.
      Neither
      Clarke nor the Company have filed, any complaint, charge, claim or proceeding
      against the other party before any local, state or federal agency, court or
      other body relating to Clarke’s employment or the termination thereof (each,
      individually, a “Proceeding”).

     

    3. Remedies.
      

     

    (a)  In
      the event Clarke initiates or voluntarily participates in any Proceeding
      involving any of the matters waived or released in this Release, or if he fails
      to abide by any of the terms of this Release, or if he revokes the ADEA release
      contained in Paragraph 1(b) of this Release within the seven-day period
      provided under Paragraph 1(b), the Company may, in addition to any other
      remedies it may have, reclaim any amounts paid to him, and terminate any
      benefits or payments that are due, pursuant to the termination provisions of
      the
      Employment Agreement, without waiving the release granted herein. In addition,
      in the event that the Board of Directors of the Company determines that Clarke
      has failed to comply with Sections 5, 6, and/or 7 of the Employment Agreement
      (other than as a result of an unintentional and immaterial disclosure of
      confidential information), the Company may, in addition to any other remedies
      it
      may have, reclaim any amounts paid to him pursuant to Sections 4(b)(D), (E)
      and
      (F) or Section 4(c)(D) and (E) of the Employment Agreement, without waiving
      the
      release granted herein. Clarke acknowledges and agrees that the remedy at law
      available to the Company for breach of any of his post-termination obligations
      under the Employment Agreement or his obligations herein would be inadequate
      and
      that damages flowing from such a breach may not readily be susceptible to being
      measured in monetary terms. Accordingly, Clarke acknowledges, consents and
      agrees that, in addition to any other rights or remedies that the Company may
      have at law or in equity, the Company shall be entitled to seek a temporary
      restraining order or a preliminary or permanent injunction, or both, without
      bond or other security, restraining Clarke from breaching his post-termination
      obligations under the Employment Agreement or his obligations hereunder. Such
      injunctive relief in any court shall be available to the Company, in lieu of,
      or
      prior to or pending determination in, any arbitration proceeding.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b)  Clarke
      understands that by entering into this Release he will be limiting the
      availability of certain remedies that he may have against the Company and
      limiting also his ability to pursue certain claims against the
      Company.

     

    (c)  The
      Company acknowledges and agrees that the remedy at law available to Clarke
      for
      breach of any of its post-termination obligations under the Employment Agreement
      or its obligations hereunder would be inadequate and that damages flowing from
      such a breach may not readily be susceptible to being measured in monetary
      terms. Accordingly, the Company acknowledges, consents and agrees that, in
      addition to any other rights or remedies that Clarke may have at law or in
      equity, Clarke shall be entitled to seek a temporary restraining order or a
      preliminary or permanent injunction, or both, without bond or other security,
      restraining the Company from breaching its post-termination obligations under
      the Employment Agreement or its obligations hereunder. Such injunctive relief
      in
      any court shall be available to Clarke, in lieu of, or prior to or pending
      determination in, any arbitration proceeding.

     

    (d)  The
      Company understands that by entering into this Release it will be limiting
      the
      availability of certain remedies that it may have against Clarke and limiting
      also its ability to pursue certain claims against Clarke.

     

    4. Severability
      Clause.
      In the
      event any provision or part of this Release is found to be invalid or
      unenforceable, only that particular provision or part so found, and not the
      entire Release, will be inoperative.

     

    5. Nonadmission.
      Nothing
      contained in this Release will be deemed or construed as an admission of
      wrongdoing or liability on the part of the Company or Clarke.

     

    6. Governing
      Law.
      All
      matters affecting this Release, including the validity thereof, are to be
      governed by, and interpreted and construed in accordance with, the laws of
      the
      New York applicable to contracts executed in and to be performed in that
      State.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    7. Notices.
      All
      notices or communications hereunder shall be made in accordance with Section
      10
      of the Employment Agreement:

     

    CLARKE
      ACKNOWLEDGES THAT HE HAS READ THIS RELEASE AND THAT HE FULLY KNOWS, UNDERSTANDS
      AND APPRECIATES ITS CONTENTS, AND THAT HE HEREBY EXECUTES THE SAME AND MAKES
      THIS RELEASE AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY
      AND
      OF HIS OWN FREE WILL.

     

    IN
      WITNESS WHEREOF, the parties have executed this Release as of the date first
      set
      forth above. 

     

    
      	
              /s/
                Thomas
                J. Clarke, Jr.

            
	
              
                Thomas
                  J. Clarke, Jr.

              

            
	
              
                 

              

            
	 	 
	
              THESTREET.COM.
                INC. 

            
	 	 
	By:	 


    

    
    

     

    
      
        
        

      

      
        4