THESTREET.COM,
        INC.

      


      EMPLOYMENT
        AGREEMENT

       

      EMPLOYMENT
        AGREEMENT (this “Employment Agreement"), dated as of August 2007, by and between
        TheStreet.com, Inc., a Delaware corporation (the "Company" or "TheStreet.com''),
        and David Morrow ("Morrow").

       

      WHEREAS,
        the Company desires that Morrow enter into this Employment Agreement, and
        Morrow
        desires to enter into this Employment Agreement, on the terms and conditions
        set
        forth herein;

       

      NOW
        THEREFORE, the parties hereto agree as follows:

       

      Section
        1. Duties and Term.

       

      The
        Company agrees to employ Morrow and Morrow agrees to be so employed in the
        position of Editor-in-Chief. Morrow agrees to perform such duties, functions
        and
        responsibilities as are generally incident to such position (which shall
        include
        all of the Company’s editorial content, including multimedia, and such content
        as is added to the Company’s business during the Term) reporting to and subject
        to the direction of the Chief Executive Officer; for a period commencing
        on
        August 23, 2007 (the “Commencement Date") and ending on August 23, 2009, unless
        sooner terminated in accordance with Section 4 hereof. The Employment Agreement
        shall be renewed automatically for an additional one-year period unless the
        Company or Morrow gives notice to the other party hereto not less than ninety
        (90) days prior to August 23, 2009 of its or his election not to re-new the
        Employment Agreement, in which event the Employment Agreement shall ter-minate
        on such date. The period of employment under this Employment Agreement, as
        renewed or earlier terminated pursuant to Section 4 below, shall be referred
        to
        in this Employment Agreement as the “Term.” Morrow agrees to perform faithfully
        the 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, Morrow shall be subject to all 1aws, rules, regulations
        and
        policies as are from time to time applicable to employees of the Company
        and of
        which he has received written notice including TheStreet.com's Policy on
        Investments, and will be required to comply fully with the provisions of
        all
        such written supervisory procedures and other relevant securities and
        disciplinary policies relevant to his position with the Company.

       

      Section
        2. Compensation.

       

      (a)
        Annual
        Salary.
        As
        compensation for his services hereunder, during the Term the Company shall
        pay
        to Morrow a salary of not less than Two Hundred and Thirty-Five Thousand
        Dollars
        ($235,000) 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 at the end of each calendar year and may be increased
        in the sole discretion
        of the Company's Chief Executive Officer and the Compensation Committee of
        the
        Company's Board of Directors (the "Board"); taking into consideration both
        the
        Company's and Morrow's performance during the preceding year.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      (b)
        Bonus.
        Except
        as set forth in Section 4 hereof, in addition to the Annual Salary, Morrow
        shall
        be entitled to receive additional bonus compensation under the Company's
        2007
        Performance Incentive Plan (the "Plan"), payable at year end or shortly
        thereafter, which may be cash and/or equity compensation, for his employment
        during each calendar year of the Term (the "Annual Bonus"). Morrow's Annual
        Bonus will be calculated in accordance with the formulas specified in the
        Agreement for Grant of Cash Performance Award Under 2007 Performance Incentive
        Plan which is attached hereto as Exhibit
        A and incorporated herein by reference.
        Each
        calendar year of the Term the Company will issue a new Agreement for Grant
        of
        Performance Based Award as determined by the Compensation Committee of the
        Board
        of Directors. Nothing contained in this paragraph shall deprive Morrow any
        rights otherwise specified in the Plan.

       

      (c)
        In
        addition to the Annual Salary and the Annual Bonus, Morrow may, in the
        discretion of the Compensation Committee of the Company's Board of Directors,
        be
        granted awards under the Plan on an annual or other basis as compensation
        for
        the performance of his services hereunder.

       

      Section
        3.
        Benefits:
        Expense Reimbursement.

       

      During
        the Term, Morrow shall be eligible to 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, and Morrow 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,
        Morrow shall be entitled to four (4) weeks of paid vacation and personal
        and
        sick days in accordance with the Company’s policy or customary practices
        applicable to executive officers. 

       

      Section
        4.
        Employment
        Termination.

      


      (a)
        At
        any time during the Term, and except as otherwise provided in Sec-tions 4(b)
        and
        4(c) hereof the Company shall only have the right to terminate this Em-ployment
        Agreement and Morrow’s employment with the Company hereunder, upon written
        notice to Morrow, in the event Morrow engages in conduct which constitutes
        “Cause." For purposes of this Employment Agreement, Cause shall mean (i)
        Morrow's willful misconduct or gross negligence in the performance of his
        obligations under this Employment Agreement, (ii) dishonesty or misappropriation
        by Morrow relating to the Company or any of its funds, properties, or other
        assets, (iii) unexcused, repeated or prolonged absence from work by Morrow
        (other than as a result of, or in connection with, a disability or other
        permitted cause), (iv) any unauthorized disclosure by Morrow of confidential
        or
        proprietary information of the Company, which is reasonably likely to result
        in
        material harm to the Company, (v) a conviction of Morrow (including entry
        of a
        guilty or nolo contendere plea) involving fraud, dishonesty, moral turpitude,
        or
        involving a violation of federal or state securities laws or (vi) other breach
        by Morrow of this Employment Agreement and such failure or breach is not
        cured,
        to the extent cure is possible, by Morrow within thirty (30) days after receipt
        of written notice thereof from the Company to Morrow or, if cure is not
        practicable within such period, if Morrow does not commence such cure and
        complete the same in a reasonable time. If this Employment Agreement and
        Morrow's employment with the Company hereunder is terminated for Cause, or
        if
        Morrow voluntarily resigns from the Company without Good Reason during the
        Term,
        the Company shall pay Morrow an amount equal to all earned but unpaid portions
        of the Annual Salary, unused vacation days and any amounts equal to the short
        term bonus compensation awards under the Plan that were calculated and
        communicated as final to Morrow through the date of termination, and following
        any such termination, Morrow shall not be entitled to receive any other
        compensation or benefits from the Company hereunder.

       

      (b)
        This
        Employment Agreement and Morrow's employment with the Company hereunder may
        also
        be terminated by the Company without Cause, or by Morrow 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 Morrow's functions, duties or responsibilities
        in
        his positions with the Company as provided in this Employment Agreement,
        or (ii)
        a reduction in the Annual Salary during the Term, or (iii) the failure of
        the
        Company to cure any other material breach of this Employment Agreement, or
        (iv)
        in connection with the occurrence of a Change of Control, there is a significant
        reduction of Morrow'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 Morrow is not appointed as Editor-in-Chief of the acquiring
        corporation, but continues to have a substantially similar scope and level
        of
        responsibility over the affairs of the Company following such Change of
        Control), or (v) Morrow'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 Morrow's home address in Brooklyn, New York, provided
        that, in
        the
        case of (i), (ii), or (iii) above, the Company has failed to cure the event
        constituting Good Reason within thirty (30) days following written notice
        thereof from Morrow.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      In
        the
        event that Morrow's employment is terminated by the Company without Cause,
        or by
        Morrow with Good Reason, then the Company shall pay or provide to Morrow,
        as his
sole
        and
        exclusive remedy hereunder, upon delivery by Morrow to the Company of a
        customary release, including a non-defamation provision, (A) an amount equal
        to
        all earned but unpaid portions of the Annual Salary, unused vacation days
        and
        any amounts equal to the short term bonus compensation awards under the Plan
        that were calculated and communicated as final to Morrow through the date
        of
        termination, (B) group life, disability, sickness, hospitalization and accident
        insurance benefits equivalent to those to which Morrow would have been entitled
        if he had continued working for the Company for the greater of the balance
        of
        the Term or an additional twelve (12) month period, and (C) the Annual Salary
        to
        the same extent to which Morrow would have been entitled if he had continued
        working for the Company for the greater of the balance of the Term and an
        additional twelve (12) month period. Notwithstanding the provisions of Section
        1
        above, the “balance of the Term” as used in this paragraph shall mean the
        original Term as renewed or extended without regard to the termination provided
        for herein.

       

      The
        benefits continuation and salary payments provided for above shall be contingent
        upon
        Morrow's continued compliance with Sections 5 and 6 hereof and, after the
        twelfth (12) month of the severance period shall be reduced, if any severance
        payments remain by the corresponding benefits amounts and amounts of cash
        compensation and any publicly traded or freely tradable securities compensation
        (including, without limitation, securities that will become freely tradable
        after a restrictive or vesting period) actually received by Morrow after
        the
        twelfth (12) month of the severance period. Additionally, the benefits
        continuation provided for in (B) above shall terminate upon Morrow's becoming
        eligible for corresponding benefits in connection with new employment. Except
        as
        set forth above, Morrow shall not be entitled to receive any other compensation
        or benefits from the Company hereunder.

       

      (c)
        This
        Employment Agreement and Morrow's employment with the Company hereunder shall
        terminate immediately and automatically upon (i) the death or Disability
        (as
        defined below) of Morrow, (ii) the liquidation or dissolution of the Company
        or
        other shutdown of the business then conducted by the Company, or (iii) the
        expiration of the Term. For purposes of this Employment Agreement, "Disability"
        shall mean physical or mental incapacity of a nature which prevents Morrow,
        in
        the good faith and reasonable 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 Morrow's employment with the Company hereunder is
        terminated on account of (i) or (ii) above, then the Company shall pay Morrow,
        or his estate, conservator or designated beneficiary, as the case may be,
        an
        amount equal to (A) all earned but unpaid portions of the Annual Salary,
        unused
        vacation days and any amounts equal to the short term bonus compensation
        awards
        under the Plan that were calculated and communicated as final to Morrow through
        the date of termination, and following any such termination, neither Morrow,
        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.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (d)
        Upon
        the termination of this Employment Agreement pursuant to Section 4 hereof
        the
        Company shall have no further obligations under this Employment Agreement;
        provided,
        however, that
        Sections 5 through 8 hereof shall survive and remain in full force and
        effect.

       

      Section
        5. Non-Competition. Except
        in
        the event of a termination of Morrow's employment hereunder by the Company
        without Cause or by Morrow for Good Reason:

       

      (a)
        Morrow hereby agrees that, during the period from the Commencement Date through
        the end of the first twelve (12) months after the cessation of Morrow's
        employment with the Company, he will not engage in "Competition" with the
        Company. For
        purposes of this Employment Agreement, Competition by Morrow shall mean Morrow’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 Morrow to 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 Morrow
        does
        not otherwise participate in the business of such corporation.

       

      (b)
        Morrow hereby agrees that, during the period from the Commencement Date through
        the end of the first twelve (12) months after the cessation of Morrow's
        employment with the Company, he will not solicit for employment or hire,
        in any
        business enterprise or activity, any person who was employed by the Company
        during the Term.

       

      Section
        6. Confidentiality and Intellectual Property.

       

      (a)
        Except as otherwise provided in this Employment Agreement, at all times during
        and after the Term, Morrow 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, or that relates to the products or services offered or contemplated
        during
        the Term to be offered by the Company or the development thereof and any
        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 other than as a result of a disclosure
        by
        Morrow, or (b) was available to or became known to Morrow prior to the
        disclosure of such information on a non-confidential basis without, to Morrow’s
        knowledge, breach of any duty of confidentiality from any party to the Company,
        and shall not disclose such confidential information to any Person other
        than
        the Company, except as may be required by law or court or administrative
        order
        (in which event Morrow shall so notify the Company as
        promptly
        as practicable). Upon termination of the Term for any reason, Morrow 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 as applicable (or, in the case of information that the Company
        received from a third party which it is obligated to treat as confidential,
        then
        the property of such third party).

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (b)
        All
        Intellectual Property (as hereinafter defined) and Technology (as hereinafter
        defined) created, developed, obtained or conceived of by Morrow during the
        Term,
        and
        all business opportunities presented to Morrow during the Term, shall be
        owned
        by and belong exclusively to the Company, provided that they reasonably and
        principally relate to any of the business of the Company on the date of such
        creation, development, obtaining or conception, and Morrow 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, the term "Intellectual
        Property" means and includes any and all trademarks, trade names, service
        marks,
        service names, patents, copyrights, and applications therefore, and the term
        "Technology” means and includes any and all trade secrets, proprietary
        information, inventions, discoveries, know-how, formulae, processes and
        procedures.

       

      Section
        7.
        Covenants
        Reasonable.

       

      The
        parties acknowledge that the restrictions contained in Sections 5 and 6 hereof
        are a reasonable and necessary protection of the immediate interests of the
        Company, and any violation of these restrictions would 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 Morrow
        in
        binding himself to any of these restrictions. In the event of a breach or
        threatened breach by Morrow of any of these restrictions, the Company shall
        be
        entitled to apply to any court of competent jurisdiction for an injunction
        restraining Morrow 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.

       

      Section
        8. 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. "Person" shall mean an individual, corporation, partnership,
        limited liability company, limited liability partnership, association; trust
        or
        other unincorporated organization or entity.

       

      Section
        9.
        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 regjstered 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
        10. 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
        11. Amendment.

       

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

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      Section
        12. Assignment, Delegation
        and
Binding
        Effect.

       

      Neither
        party may assign any of its rights or delegate any performance under this
        Employment Agreement without the prior written consent of the other, provided,
        however, that, subject to the following paragraph, the Company may assign
        this
        Employment Agreement without Morrow's prior written consent (i) in connection
        with any merger, consolidation, any sale of all or substantially all of the
        Company's assets or any other transaction in which more than fifty percent
        (50%)
        of the Company's voting securities are transferred; or (ii) to any subsidiary,
        affiliate, joint venture, partnership or limited liability company in which
        the
        Company has a majority interest. Any purported assignment of rights or
        delegation of per-formance in violation of this Section is void. None of
        Morrow's rights under this Employment Agreement shall be subject to any
        encumbrances or the claims of Morrow's creditors.

       

      This
        Employment Agreement shall bind and benefit 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).

       

      Section
        13. 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
        14. Severabi1ity.

       

      If
        any
        provision of this Employment Agreement, including those contained in Sections
        5
        and 6 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
        and 6 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
        15. 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
        16. Entire Agreement.

       

      This
        Employment Agreement, together with Exhibit A, 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.

       

      Section
        17. 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.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      Section
        18. Conflicts of Interest.

       

      Morrow
        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
        19. Consent to Jurisdiction.

       

      Morrow
        and the Company each 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
        20. Section 409A.

       

      (a)
        Notwithstanding any provision of this Employment Agreement to the contrary,
        if
        Morrow is a "specified employee" as defined under Section 409A ("Section
        409A")
        of the Internal Revenue Code of 1986, as amended or any regulations or Treasury
        guidance promulgated thereunder, Morrow shall not be entitled to any payments
        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
        or (it) the date of his death. The provisions of this Section 20(a) shall
        only
        apply if required to comply with Section 409A.

       

      (b)
        If any
        provision of this Employment Agreement (or of any award of compensation,
        including equity compensation or benefits) would cause Morrow 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.

      
         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

      

       

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

       

      
        
          	
                  /s/
                    David Morrow

                
	
                  David
                    Morrow

                
	
                  838
                    President Street Place Apt. #2

                
	
                  Brooklyn,
                    NY 11217

                
	 
	
                  THESTREET.COM.
                    INC. 

                
	
                   

                
	By:	/s/
Thomas
                  J. Clarke, Jr.
	
                	
                  Thomas
                    J. Clarke, Jr. 

                
	
                	
                  Chief
                    Executive Officer

                
	
                	 
	
                  14
                    Wall Street

                
	
                  15th Floor

                
	
                  New
                    York. NY 10005 Telephone 

                
	
                  No.:
                    (212) 321-5000 Fax No.: (212)
                    321-5014