THESTREET.COM, INC.AGREEMENT FOR GRANT
OF
RESTRICTED STOCK UNITS

[Date]

[Name]
[Address]

Dear [Name]:

This
letter (the Letter)
sets forth the terms and conditions of the grant of deferred stock hereby
awarded to you by TheStreet.com, Inc. (the Company),
in accordance with the provisions of the Company's 1998 Stock Incentive Plan,
as amended and restated (the Plan).

The
award granted hereunder shall be referred to as Restricted Stock Units (or RSUs)
and is subject to the terms and conditions set forth in the Plan, any rules and
regulations adopted by the Board of Directors of the Company or the committee
of the Board which administers the Plan (collectively, the Committee), and this Letter. Any term
used in this Letter and not defined shall have the
meaning set forth in the Plan.

1.       Grant
of Restricted Stock Units

You
have been granted ________ Restricted Stock Units.  Each Restricted Stock Unit represents the right to receive one
share of the Companys Common Stock (Common
Stock) on the
applicable vesting date for such Restricted Stock Unit.  No Restricted Stock Unit may be sold,
transferred, assigned, pledged or otherwise encumbered by you.  Until such time as stock certificates for
the shares of Common Stock represented by the Restricted Stock Units have been
delivered to you in accordance with Section 4 below, you shall have none of the
rights of a stockholder with respect to the Common Stock.

However,
this grant includes the grant of dividend equivalents with respect to your
RSUs.  The Company will maintain a
bookkeeping account to which it will credit, whenever cash dividends are paid
on the Common Stock, an amount equal to the amount of the dividend paid on a
share of Common Stock for each of your then-outstanding RSUs covered by this
Letter.  The accumulated dividend
equivalents will vest on the applicable vesting date for the RSU with respect
to which such dividend equivalents were credited, and will be paid in cash at
the time a stock certificate evidencing the shares represented by such vested
RSU is delivered to you.

2.       Vesting
of Restricted Stock Units

Your
RSUs will become vested with respect to the following number(s) of shares of
Common Stock on the following date(s) as set forth below, provided that you are
in the Service (as defined below) of the Company or one of its subsidiaries on
such date:

---



| |      |  |                                  |  | 
| | ---- |  | -------------------------------- |  | 
| | Date |  | Number of Shares of Common Stock
| |      |  |                                 
| |      |  |                                  |  | 
| |      |  |                                  |  | 
| |      |  |                                  |  | 

For purposes
hereof, you shall be considered to be in the Service
of the Company or one of its subsidiaries if you are a common law employee of
the Company (or one if its subsidiaries, as applicable).  Except as provided in Section 3 below, if your
Service terminates for any reason, the RSUs granted to you which have not
vested shall be forfeited upon such termination of Service.

3.       Delivery
of Common Stock

Upon
the vesting of your RSUs pursuant to Section 2 above, a certificate for the
shares of Common Stock represented by your vested RSUs shall be registered in
your name and delivered to you on each of the vesting dates set forth in
Section 2.  Common Stock delivered upon
the vesting of your RSUs will be fully transferable (subject to any applicable
securities law restrictions) and not subject to forfeiture, and will entitle
the holder to all rights of a stockholder of the Company.

4.       Income
Tax Withholding

You
will be required to pay, pursuant to such arrangements as the Company may
establish from time to time, any applicable federal, state and local
withholding tax liability at the time that the value of the RSUs and/or related
dividend equivalents becomes includable in your income.

5.       No
Guarantee of Continuation of Service

This
grant of Restricted Stock Units does not constitute an assurance of continued
Service for any period or in any way interfere with the Companys right to
terminate your Service or to change the terms and conditions of your Service.

6.       Administration

The
Committee has the sole power to interpret the Plan and this Letter and to act
upon all matters relating this grant.
Any decision, determination, interpretation, or other action taken
pursuant to the provisions of the Plan and this Letter by the Committee shall
be final, binding, and conclusive.

7.       Amendment

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

---



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

Notwithstanding
the foregoing, the Committee expressly reserves the right to amend
the terms of the Plan and this grant without your consent to the extent it
determines that such amendment is necessary or desirable for compliance with
Section 409A of the Code.



---

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

|                        |  |                               |  | 
|----------------------- |  | ----------------------------- |  | 
|                        |  | Very truly yours,             | 
|                        |  |                               | 
|                        |  | THESTREET.COM, INC.           | 
|                        |  |                               | 
|                        |  | By:                           |  | 
|                        |  |                               |  | 
|                        |  | Thomas
        J. Clarke, Jr. | 
|                        |  | Chief
  Executive Officer     | 
|                        |  |                               | 
|AGREED TO AND ACCEPTED: |  |                               | 
|                        |  |                               | 
|                        |  |                               | 
|[Name]                  |  |                               | 

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