Exhibit
      10.2


    October
      24, 2008

     

    Mr.
      Thomas J. Clarke, Jr.

    c/o
      TheStreet.com, Inc.

    14
      Wall
      Street

    15th
      Floor

    New
      York,
      NY 10005

     

    
      	
            	Re:	
              Employment
                Agreement, dated as of September 13,
                2007

            


    

    (the
      “Employment Agreement”), between TheStreet.com, Inc.,

    (the
      “Company”), and Thomas J. Clarke, Jr. (“Clarke”).

     

    Dear
      Tom:

     

    Reference
      is made to the Employment Agreement. The parties hereto wish to amend the
      provisions in the Employment Agreement relating to Clarke’s position as Chairman
      of the Company, effective as of the date of this letter. Capitalized terms
      used
      and not defined herein have the same meanings ascribed to them in the Employment
      Agreement.

     

    In
      consideration of the foregoing and of the mutual agreements of the parties
      herein contained, the parties hereby agree that this letter, when executed
      by
      the parties, shall amend, modify and supplement the Employment Agreement as
      follows:

     

    
      	1.  	
              By
                deleting the first sentence of Section 1(a), which reads: “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.”

            


    

     

    And
      replacing it with the following sentence:

     

    “The
      Company agrees to employ Clarke, and Clarke agrees to be so employed, in the
      position of Chief Executive Officer of the Company, reporting to the Board
      of
      Directors (the “Board”) of the Company.”

     

    
      	2.  	
              By
                deleting clause (iii) of Section 4(b), which reads: “(iii) the assignment
                of duties to Clarke that are inconsistent with his position and status
                as
                Chairman and Chief Executive
                Officer.”

            


    

     

    And
      replacing it with the following:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “(iii)
      the assignment of duties to Clarke that are inconsistent with his position
      and
      status as Chief Executive Officer.”

     

    3.
      The
      parties agree that the foregoing changes to the Employment Agreement, including
      Clarke’s ceasing to be Chairman, are not intended, and shall not be deemed, to
      constitute a Good Reason termination event within the meaning of Section 4(b)
      of
      the Employment Agreement.

     

    4. Except
      as
      expressly modified,
      amended or supplemented
      by this
      letter agreement, all
      other
      terms and provisions of the Employment Agreement shall remain and continue
      unmodified in full force and effect.

     

    If
      the
      foregoing accurately reflects your understanding, kindly sign this letter in
      the
      space provided below.

     

    
      	 	
              Sincerely,

            
	 	 
	 	
              THESTREET.COM,
                INC.

            
	 	 
	 	
              By:  

            	
              /s/
                William Gruver

            
	 	
              William
                Gruver

            
	 	
              Director,
                Chairman of the

            
	 	
              Compensation
                Committee of the Board

            
	 	
              of
                Directors

            


    

    


    AGREED
      & ACCEPTED:

    


    
      	
              /s/
                Tom Clarke

            	 
	
              Thomas
                J. Clarke, Jr.

            


    

     

    
      
        
        

      

      
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