DARYL
OTTE

    Chief
Executive Officer

    


    


    


    


    


    October
27, 2009

    


    Mr. James
J. Cramer

    c/o
TheStreet.com, Inc.

    14 Wall
Street, 15th
Floor

    New York,
New York  10005

    


    


    
      	
               
      

            	
              Re:

            	
              Employment
      Agreement dated as of January 1, 2008 between TheStreet.com, Inc. (the
      “Company”) and James J. Cramer (“you,” “Cramer”), as amended
      (the “Employment Agreement”)

            


    

    


    Dear
Jim:

    


    You and
the Company each desire to further amend the Employment Agreement, and to agree
on other matters, each as set forth herein.  In consideration of the
mutual covenants set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which is acknowledged by each
party, the parties hereby agrees as follows:

    


    1.           Section
2(a)(ii) of the Employment Agreement is hereby amended and restated to read in
its entirety as follows:

    


    “(ii)           (a)
For the period from January 1, 2009 through September 30, 2009, at a rate of One
Million Three Hundred Thousand Dollars ($1,300,000) per annum; and (b) for the
period from October 1, 2009 through December 31, 2009, at a rate of One Million
Five Hundred Sixty Thousand Dollars ($1,560,000) per annum; and”

    


    2.           
Your annualized target bonus pursuant to Section 2(b) of the Employment
Agreement in respect of fiscal year 2009 shall be One Million Twenty-Three
Thousand Seven Hundred and Fifty Dollars ($1,023,750), subject to the proviso
specified in Section 2(b) of the Employment Agreement.

    


    3.           You
acknowledge that you are not required to be granted a new long-term cash
incentive award for fiscal year 2009 or any later year (unless the Company in
its sole discretion were to determine otherwise), of the type described as a
long-term cash incentive in the Company’s proxy statement dated April 17, 2009
(the “Phantom Share Program”); provided, that to the extent the Company has an
obligation to adjust outstanding long-term cash incentive awards upon the
occurrence of certain events (including any such obligation that may exist upon
the occurrence of events specified in Section 4.4 of the Company’s 2007
Performance Incentive Plan), the foregoing shall not limit such obligation of
the Company to make such adjustment.  The Company shall pay you any
amounts it is obligated to pay you under the award previously made to you under
the Phantom Share Program, as and when any such payment may be
due.  Notwithstanding the foregoing, the provisions of this paragraph
3 shall not limit the payment of any compensation required by the Employment
Agreement, including without limitation, pursuant to the last paragraph of
Section 2(c).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      Mr. James
J. Cramer

      October
27, 2009

      Page
2

    

    
 

    4.           Except
as may be expressly amended as set forth above, the Employment Agreement and
other existing agreements between you and the Company shall remain unmodified
and in full force and effect.

    


    5.           This
letter agreement sets forth the entire agreement of the parties with respect to
the subject matter hereof and supersedes all prior agreements, written or oral,
between the parties in connection therewith.  No modification to this
letter agreement shall be binding unless in writing and signed by both
parties.  This letter agreement may be executed in one or more
counterparts, both of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each
party and delivered to the other party, it being understood that both parties
need not sign the same counterpart.  Signatures delivered via
facsimile or electronically in PDF format shall be deemed originals for all
purposes.

    


    Please
sign below to indicate your agreement with the foregoing, and return the
original of this letter to me.

    


    [Remainder
of the page intentionally left blank]

     

     

     

     

     

    

 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      Mr. James
J. Cramer

      October
27, 2009

      Page
3


    

    


    
      


    


    


    
      	 	 	      
              Sincerely,

              


              THESTREET.COM,
      INC.

               

               

            
	
               
      

            	
              By:

            	
              Daryl
      Otte

              Chief Executive
  Officer

            


    

     

    


    AGREED
AND ACCEPTED:

    


    


    


    _________________________

    James J.
Cramer


    
      
        
          [Signature Page to Amendment to
James J. Cramer Employment Agreement]