**Exhibit 10.3(a)**

****AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AMENDED AND RESTATED EMPLOYMENTAGREEMENT, dated as of January 1, 2002 (the "Employment Agreement"), byand betweenTheStreet.com, Inc., a. Delaware corporation (the "Company"), andJames Cramer ("Cramer").

WHEREAS, Cramer has been employed by the Companypursuant to an employment agreement dated May 7, 1998 (the "PriorAgreement") as modified as of February 22, 1999;

WHEREAS, the Company and Cramer wish to supersede thePrior Agreement with this Employment Agreement (as amended and restated); 

WHEREAS, Cramer and Premiere Radio Networks, Inc.("Premiere") are parties to an agreement dated April 4, 2001 (the "RadioAgreement"), under which Premiere engaged Cramer to host a syndicatedfinancial radio program; and

WHEREAS, Cramer has assigned to the Company certain rightsunder the Radio Agreement and the Company assumed certain obligations underthe Radio Agreement, which assignment and assumptions the parties have agreedto continue in effect in accordance with the terms of this Employment Agreement.

NOW, THEREFORE, in consideration of the foregoing, and forother good and valuable consideration, the receipt and sufficiency of which ishereby acknowledged, the parties agree as follows:

Section 1.  	Duties.

(a)   	The Company hereby appoints Cramer, and Cramerhereby accepts the appointment, as an outside columnist for the Company, ThisEmployment Agreement shall be effective from the date hereof and shall expireon February 21, 2003, unless sooner terminated in accordance with Section 4hereof (the "Term"). During the Term, except during any week when Cramer isor) vacation as set forth in Section 2(c) hereof, Cramer will author no fewer thantwelve (12) articles per week intended for publication in TheStreet.com'spublications.  The Company agrees that during the Term, it shall include anappropriate reference to Cramer (e.g., the current reference to "Cramer's Latest")on the home page of the web sites for which Cramer writes. In addition, Crameragrees to write for such other products as the parties mutually agree during theTerm, including, without limitation, the product known as "Action Alerts PLUS".During the Term, the Company agrees to provide an assistant for Cramer, whoshall be an employee of the Company, and who shall be subject to all laws, rules,regulations and policies, including TheStreet.com's Investment Policy (the"Investment Policy"), as are applicable to employees of the Company, and shallbe located at the Company's offices. For purposes of the Investment Policy,Cramer's assistant shall be subject to the trading restrictions applicable to"Editorial Staffers," notwithstanding the fact that such assistant shall performonly duties associated with the designation of "Business Staffer" under thePolicy.

(b)   	Cramer agrees to perform faithfully his duties as anoutside columnist pursuant to this Employment Agreement to the best of hisabilities. In connection with the preparation of articles during the Term, Cramershall communicate solely with the Company's Editor-in-Chief or his or herdesignee. During the Term, Cramer must comply with all laws applicable to theCompany's employees, as well as, to the extent provided herein, the InvestmentPolicy. For purposes of the Investment Policy, Cramer shall be deemed an"Outside Columnist" as that term is defined in such Policy, and shall be subjectonly to the restrictions in the Policy which pertain to Outside Columnists.Cramer agrees that he shall be obligated to comply with any provisions of theInvestment Policy which pertain to Outside Columnists, including thosepertaining to disclosure, as they may be implemented or amended from time totime throughout the Term, provided however that if the Investment Policy and/ordisclosure provisions implemented or amended by the Company during the Termdiffer from the Investment Policy in any way which Cramer believes, in his solediscretion, will have a materially adverse effect on Cramer's outside businessactivities, then Cramer shall be entitled to voluntarily resign without GoodReason as set forth in Section 4(a) hereof, and such resignation shall not beconsidered a breach of this Agreement.

(c)   	Subject to Cramer's personal and professionalavailability, and consistent with past practice, during the Term Cramer alsoagrees to provide other reasonable services upon reasonable advance notice fromthe Company's Editor-in-Chief, including, without limitation, participation in theCompany's interactive chat rooms on its web site and those on any other web-sites established by the Company acting alone or together with a business partner,and attendance at charitable events or other events at which the Company deemsCramer's attendance beneficial. The above activities may include streaming audioto the Company's web site, and any other web-sites established by the Companyacting alone or together with a business partner.  The Company expresslyacknowledges, however, that Cramer shall not be required to perform any of theservices set forth in this Section 2(c) if performance of such services wouldinterfere with any of Cramer's outside activities.

(d)   	The Company agrees that Cramer shall render hisservices to the Company hereunder on a non-exclusive basis, provided howeverthat Cramer covenants that during the Term he shall not be under or subject toany contractual restriction that is inconsistent with the performance of his dutieshereunder. In this regard, without limiting the generality of the foregoing, theCompany acknowledges and agrees that, notwithstanding the services Cramershall provide hereunder, Cramer (a) shall be entitled to engage, and will continueto engage, in other journalistic, writing and media endeavors, including, withoutlimitation, writing for magazines, television and radio appearances, the writing ofbooks, and, subject to the restriction in Section 5(a) hereof, various other on-linemedia projects, provided that in the event Cramer does accept such engagements,he shall use reasonable efforts to ensure that the byline for any articles he authors,and the comparable on air indication for nonprint media, refer to Cramer as aMarket Commentator for the Company; and (b) shall be entitled to engage, andwill continue to engage, in extensive investing and trading in securities, rightsand options relating thereto and contracts in stock indexes, foreign currencies andfinancial instruments (collectively, "Securities Activities"). Further, the Companyacknowledges and agrees that Cramer shall be entitled to engage, and willcontinue to engage, in Securities Activities on behalf of other persons or entities(including Cramer and members of his family) and that Cramer's wife may alsoengage in extensive Securities Activities.  (All such Securities Activities thatCramer's wife, Cramer's affiliates or Cramer may engage in from time to time arecollectively referred to herein as the "Relevant Securities Activities.") Inconnection with the foregoing, the Company further acknowledges and agreesthat:

(i)	The Relevant Securities Activities will ofteninvolve Cramer's beneficial ownership in and/or trading of securities or otherfinancial instruments that are the subject of, or otherwise mentioned, referred toor discussed in, articles written by Cramer for the Company, and that theRelevant Securities Activities involving such securities or other financialinstruments may occur at any time before or after the publication date of an issueof any article on TheStreet.com in which such securities or other financialinstruments are mentioned, referred to or otherwise discuss by Cramer in sucharticle.

(ii)	Cramer shall not have access to articles writtenfor the Company by other writers, or information regarding such articles, prior topublication, except for articles that Cramer is writing or projects in which Crameris involved. Furthermore, the Company will endeavor to keep Cramer unaware, inany and all of his capacities, of the final content or publication schedule ofarticles, columns or other writings scheduled for publication on TheStreet.comthat cover or discuss publicly traded securities other than the articles or columnsor other written materials prepared by Cramer for publication in TheStreet.com.

(iii)	Notwithstanding any policy of the Company tothe contrary, the Relevant Securities Activities, insofar as they are conducted in amanner that does not violate the express provisions of the Investment Policy andapplicable law, will not be deemed to in any way violate or breach any otherprocedures, policies or practices of the Company now or hereafter in effect withrespect to Cramer, including, but not limited to, any other conflict of interest rulesor securities trading policies or other rules or procedures that otherwise mayapply to writers for the Company regarding their right to engage in the trading ofsecurities or other Relevant Securities Activities, and further, that any suchpolicies shall not be applicable to Cramer in connection with his serviceshereunder.

(iv)	Provided Cramer is not in material breach of anyof his obligations hereunder, including any obligation under applicable law, andwithout limiting the express provisions of this Agreement, the Companyirrevocably waives and releases Cramer, his affiliates and members, of hisimmediate family from any duty, fiduciary or otherwise, that Cramer or any ofthem may owe, or be deemed to owe, the Company that may in any way prohibitor limit the Relevant Securities Activities, insofar as they involve the tradingand/or ownership of securities or other financial instruments that are the subjectof or are otherwise referred to or discussed in the articles prepared by Cramerpursuant to this Agreement, and acknowledges and agrees that such RelevantSecurities Activities do not, and will not, constitute a misappropriation of theCompany's property or a breach of any fiduciary or other duty Cramer may owethe Company hereunder.

(v)	The Company warrants and agrees that each ofthe articles prepared by Cramer and published by the Company shall provideappropriate disclosure relating to the Relevant Securities Activities, as set forth inthe Investment Policy.  The Company further agrees that it shall not, withoutCramer's written consent, disclose any information regarding securities positionsprovided by Cramer to the Company pursuant to the Investment Policy to anyoneother than the Company's senior management and senior editorial staff or its legaladvisers, on a confidential, "need to know" basis, or as required by any court ofcompetent jurisdiction or other federal or state governmental or regulatoryauthority.

(e)   	The Company agrees, to the extent permitted byapplicable law, to defend, indemnify and hold harmless Cramer against any andall loss, damage, liability and expense, including, without limitation, reasonableattorneys' fees, disbursements, court costs, and any amounts paid in settlementand the costs and expenses of enforcing this Section of this Agreement, whichmay be suffered or incurred by Cramer in connection with the provision of hisservices hereunder, including, without limitation, any claims, litigations, disputes,actions, investigations or other matters relating to any securities laws orregulations, or the violation or alleged violation thereof (the "SecuritiesActions"), provided that such loss, damage, liability and expense (i) arises out ofor in connection with the performance by Cramer of his obligations under thisAgreement and (ii) is not the result of any breach by Cramer of his obligationshereunder, and provided further that with respect to any Securities Actions, theCompany shall be under no obligation to defend, indemnify or hold harmlessCramer if Cramer has not acted with a reasonable, good faith belief that hisactions were in no way violative of any securities laws or regulations. Withrespect thereto, the termination of any action, suit or proceeding by judgment,order, settlement, conviction, or upon a nolo contendere plea or its equivalent,shall not, of itself, create a presumption that Cramer did not act with a reasonable,good faith belief that his actions were in no way violative of any securities lawsor regulations.  Further, to the extent that Cramer has been successful on themerits or otherwise in defense of any Securities Action, or in defense of anyclaim, issue or matter therein, he shall be defended, indemnified and heldharmless by the Company as required herein. Expenses (including reasonableattorneys' fees, disbursements and court costs) incurred by Cramer in defendingany Securities Action shall be paid by the Company in advance of the finaldisposition of such Securities Action upon receipt of an undertaking by or onbehalf of Cramer to repay such amount if it shall ultimately be determined thatCramer is not entitled to be indemnified by the Company pursuant hereto.

Section 2.  	Compensation.

(a)   	Salary. During the Term, as compensation for hisservices hereunder, the Company shall pay to Cramer a salary of Three HundredSixty Thousand Dollars ($360,000) per annum (the "Annual Salary"), payable inaccordance with the Company's standard payroll policies. All applicablewithholding taxes shall be deducted from such payments.

(b)   	Stock Options. On May 7, 1998 Cramer was granted anonqualified option to purchase 200,000 shares of the Company's common stock,par value $.01 ("Common Stock") at an exercise price of $.011 per share (the"Initial Option"), which grant shall remain in effect in accordance with the termsof the Nonqualified Employee Stock Option Agreement Between TheStreet.com,Inc. and James Cramer, a copy of which is attached hereto as Exhibit A (the"Option Agreement"), as well as theTheStreet.com, Inc. 1998 Stock IncentivePlan, as amended (the "Plan"). In addition, as of February 22, 1999, the Companygranted to Cramer an additional nonqualified option in accordance with the termsof the Option Agreement and the Plan, which grant shall remain in effect.

(c)   	Vacation: During each year of the Term, Cramer shall beentitled to four (4) weeks of paid vacation, providedthat Cramer shall not takemore than two (2) weeks of vacation consecutively.

(d)   	Benefits: Cramer shall not be eligible to participate inany benefit plans provided by the Company.

Section 3.  	Expense Reimbursement.

During the Term, Cramer shall have the right to reimbursement,upon proper accounting, of reasonable expenses and disbursements incurred byhim in the course of his duties hereunder.

Section 4.  	Assignment and Assumption.

(a)	Cramer hereby assigns to the Company, and theCompany hereby accepts assignment, of the following:

	(i)	Cramer's right, title and interest in and to allcompensation payable to Cramer under Sections 4, 5(b), 6 and 9 of the RadioAgreement; and

	(ii)	All rights of Cramer under Section 4(d) of theRadio Agreement to inspect and audit the records of Premiere.

(b)	This assignment shall continue until the date the RadioAgreement expires or is terminated, unless earlier terminated pursuant to Section5 hereof.

(c)	The Company hereby assumes and agrees to carry out atthe request of Cramer, all of Cramer's rights and obligations in connection withinspection and audit of the records of Premiere under Section 4(d) of the RadioAgreement.

(d)	In addition to the indemnification provided in Section1(e), The Company agrees, to the extent permitted by applicable law, to defend,indemnify and hold harmless Cramer against any Loss, including, withoutlimitation, reasonable attorneys' fees, which may be suffered or incurred byCramer in connection with the provision of his services as Artist under the RadioAgreement, to the extent Cramer is not indemnified by Premiere pursuant to theRadio Agreement; provided that the Company shall be under no obligation todefend, indemnify or hold harmless Cramer with respect to any Loss resultingfrom  actions by Cramer that are intentionally (x) slanderous, libelous ordefamatory in any manner, (y) violative of any copyright, trade secret, trademark,right of privacy, right of publicity or any other proprietary right of any third party,or (z) violative of any law, statute, rule, regulation, ordinance or order.  In anycase in which Cramer is entitled to indemnification by Premiere under the RadioAgreement, Cramer shall use his reasonable efforts to obtain suchindemnification, and shall keep the Company informed of his efforts in so doing;however, Cramer's inability to obtain indemnification from Premiere shall noteffect his right to indemnification hereunder.   Cramer shall promptly notify theCompany in writing of any Proceeding for which indemnification is sought,provided that any failure to so notify the Company will not relieve the Companyfrom any liability or obligation it may have to Cramer except to the extent of anymaterial prejudice to the Company resulting from such failure.  If Cramer isunable to obtain indemnification from Premiere under the Radio Agreement,Cramer shall, upon the Company's reasonable request, assign to the Company hisright to be indemnified by Premiere.  If any such Proceeding is brought againstCramer, the Company will be entitled to participate therein and to assume andcontrol the defense thereof with counsel satisfactory to the Company.  Cramershall be obligated to cooperate reasonably with the Company, at the expense ofthe Company, in connection with such defense and with the compromise orsettlement of any such Proceeding.  Neither Cramer nor the Company shall settleor dispose of any Proceeding (other than a settlement or disposition that involvessolely a payment of money damages by the Company and results in a release ofall liability) without the prior written consent of the other, which consent shall notbe unreasonably withheld.

Section 5.  	Employment Termination.

(a)   	At any time during the Term and except as otherwiseprovided in Sections 5(b) and 5(c) hereof, the Company shall only have the rightto terminate this Employment Agreement and Cramer's employment with theCompany hereunder, and to give Cramer notice of such termination as of a datenot earlier than seven (7) days from such notice, because of (i) Cramer's willfulmisconduct or gross negligence in the performance of his obligations under thisEmployment Agreement, (ii) dishonesty or misappropriation by Cramer relatingto the Company or any of its funds, properties, or other assets, (iii) inexcusablerepeated or prolonged absence from work by Cramer (other that as a result of, orin connection with, a disability), (iv) any intentional or reckless unauthorizeddisclosure by Cramer of confidential or proprietary information of the Companywhich is reasonably likely to result in material harm to the Company, (v) aconviction of Cramer (including entry of a guilty or nolo contendere plea) of afelony involving fraud, dishonesty, moral turpitude, or involving a violation offederal or state securities laws, (vi) the entry of an order, judgment or decree, ofany court of competent jurisdiction or any federal or state authority, enjoiningCramer from violating the federal securities laws, or suspending or otherwiselimiting Cramer's right to act as an Investment adviser, underwriter, broker ordealer in securities, (vii) a finding by a court of competent jurisdiction in a civilaction or a finding by the Securities and Exchange Commission that Cramer hasviolated any federal or state securities law, or (viii) the failure by Cramer toperform faithfully his duties hereunder or other breach by Cramer of thisEmployment Agreement and such failure or breach is not cured, to the extent cureis possible, by Cramer within thirty days after written notice thereof from theCompany to Cramer (each individually, and all collectively, "Cause").  If thisEmployment Agreement and Cramer's employment with the Company hereunderis terminated for Cause, or if Cramer voluntarily resigns from the Companywithout Good Reason, during the Term, the Company shall pay Cramer all earnedbut unpaid portions of the Annual Salary through the date of termination, andfollowing any such termination, Cramer shall not be entitled to receive any otherpayment, except as provided for hereunder with respect to any period after suchtermination.

(b)   	This Employment Agreement and Cramer's employmentwith the Company hereunder may also be terminated by the Company withoutCause, or by Cramer in the event of a material breach of this Agreement by theCompany, which is not cured, to the extent cure is possible, within thirty daysafter written notice thereof from Cramer to the Company (such breachconstituting "Good Reason").  In the event that Cramer's employment with theCompany shall terminate during the Term on account of termination by theCompany without Cause, or by Cramer with Good Reason, then the Companyshall pay Cramer all earned but unpaid portions of the Annual Salary through thedate of termination, and Cramer shall not be entitled to receive any otherpayment, except as provided in the Option Agreement, with respect to any periodafter such termination.

(c)   	This Employment Agreement and Cramer's employmentwith the Company hereunder shall terminate immediately and automatically onthe death or Disability (as defined below) of Cramer or the liquidation ordissolution of the Company or other shutdown of the business then conducted bythe Company. If this Employment Agreement and Cramer's employment with theCompany hereunder is terminated on account of Cramer's death or Disability, orbecause of a liquidation or dissolution of the Company or other shutdown of thebusiness then conducted by the Company, during the Term, then the Companyshall pay Cramer all earned but unpaid portions of the Annual Salary through thedate of termination, and following any such termination, neither Cramer, nor hisestate, conservator or designated beneficiary, as the case may be, shall be entitledto receive any other payment, except as provided in the Option Agreement, withrespect to any period after such termination.

(d)   	Upon the termination of this Employment Agreementpursuant to Section 5 hereof, the assignment and assumption set forth in Section4 shall automatically terminate and all of Cramer's right, title and interest in andto all compensation payable to Cramer under the Radio Agreement and all otherrights under the Radio Agreement shall revert to Cramer without notice.  Inaddition, Cramer may revoke the assignment and assumption set forth in Section4 and all of Cramer's right, title and interest in and to all compensation payable toCramer under the Radio Agreement and all other rights under the RadioAgreement shall revert to Cramer: 

i.     	Upon sixty (60) days written notice to the Company if aChange of Control of the Company shall have occurred.For purposes of this Section, a "Change of Control" ofthe Company means (x) a merger or consolidation of theCompany with another corporation or other entity where(1) stockholders of the Company immediately prior tosuch merger or consolidation do not beneficially ownfollowing such merger or consolidation shares entitlingsuch stockholders to more than 50% of all votes to whichall stockholders of the surviving corporation would beentitled in the election of directors, (2) the members ofthe Board of Directors of the Company, immediatelyprior to such merger or consolidation, do not,immediately after such merger or consolidation,constitute a majority of the board of directors of thesurviving corporation, or (3) where Cramer is no longer amember of the Board of Directors; or (y) the sale of all orsubstantially all of the assets of the Company; or 

ii.     	Immediately following written notice from Cramer in theevent the Company becomes or is declared insolvent orbankrupt, is the subject of any proceeding related to itsliquidation or insolvency (whether voluntary orinvoluntary) which is not dismissed within thirty (30)calendar days, or makes an assignment for the benefit ofcreditors.

(e)   	Upon the termination of this Employment Agreementpursuant to Section 5 hereof, the Company shall have no further obligationsunder this Employment Agreement; provided however that Sections 6, 7, 8, 9, 10,11, 12, 13, 14, 15, 16, 17, 18, and 19 hereof shall survive and remain in full forceand effect in accordance with their terms.

Section 6.  	Covenant Not to Compete.

(a)   	Cramer hereby agrees that, during the period from theCommencement Date through the end of the Tenn, he will not (i) author articlesor columns for any other on-line financial publication that competes directly withthe business of the Company as it is then constituted without first notifying theCompany and securing its consent, which consent shall not be unreasonablywithheld, and (ii) will not act as a lender to, or stockholder, director, principal,owner, or partner of, any other start-up on-line business that competes directlywith the business of the Company as it is then constituted. The Companyunderstands and acknowledges that Cramer is a party to agreements pursuant towhich Cramer writes articles for certain print publications, including, withoutlimitation, New York Magazine (the "Other Publications"), which maysubsequently publish Cramer's articles on-line on their respective web-sites. TheCompany agrees that publication of Cramer's articles in the manner set forth inthe preceding sentence shall not constitute a breach of this Section 6.

(b)   	Cramer hereby agrees that for a period of eighteen (18)months following the cessation of Cramer's employment with the Companyhereunder, he will not author articles or columns for any other on-line financialpublication that competes directly with the Company without first notifying theCompany and securing its consent, which consent shall not be unreasonablywithheld.

(c)   	Cramer hereby agrees that, during the period from theCommencement Date through the end of the first eighteen (18) months after thecessation of Cramer's employment with the Company hereunder, he will notsolicit for employment, in any business enterprise or activity, any person who wasemployed by the Company during the six months prior to the cessation of hisemployment.  Notwithstanding the foregoing, Cramer shall be permitted to solicitfor employment Jeannie Cullen Goia and David Peltier free of the restrictions setforth in this Section 6(c).

(d)   	The parties acknowledge that the restrictions containedin this Section 6 are a reasonable and necessary protection of the immediateinterests of the Company, and any violation of these restrictions would causesubstantial injury to the Company and that the Company would not have enteredinto this Employment Agreement, without receiving the additional considerationoffered by Cramer in binding himself to any of these restrictions. In the event of abreach or threatened breach by Cramer of any of these restrictions, the Companyshall be entitled to apply to any court of competent jurisdiction for an injunctionrestraining Cramer from such breach or threatened breach; providedhowever thatthe right to apply for an injunction shall not be construed as prohibiting theCompany from pursuing any other available remedies for such breach orthreatened breach.

Section 7.  	Confidential Ownership of Articles and Columns.

(a)   	Except as otherwise provided in this EmploymentAgreement, Cramer shall, and shall cause his attorneys, accountants and agents(collectively, "Agents") to agree to, keep secret and retain in strictest confidence,any and all confidential information relating to the Company or otherwise notavailable to the general public, providedthat such confidential information shallnot include any information that (a) has become generally available to the publicother than as a result of a disclosure by Cramer or his Agents, or (b) was availableto Cramer or any of his Agents on a non-confidential basis from a third partyhaving no obligation of confidentiality to the Company, and Cramer shall not, andshall cause his Agents not to, disclose such confidential information to anyPerson other than the Company or its Agents, except as may be required by law(in which event Cramer shall so notify the other party hereto as promptly aspracticable).

(b)   	All articles or columns that Cramer authors for theCompany and which are in fact published shall be owned by and belongexclusively to the Company, and Cramer shall execute and deliver to theCompany, without additional compensation, such instruments as the Companymay require from time to time to evidence its ownership of any such articles orcolumns.

Section 8.  	No Third Party Beneficiary.

This Employment Agreement is not intended and shall not beconstrued to confer any rights or remedies hereunder upon any Person, other thanthe 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.  	Withholding of Taxes.

Any payments to Cramer pursuant to the terms of thisEmployment Agreement shall be reduced by such amounts, if any, as are requiredto be withheld with respect thereto under all present and future federal, state, andlocal tax laws and regulations and other laws and regulations.

Section 10.  	Notices.

Unless otherwise provided herein, any notice, exercise of rightsor other communication required or permitted to be given hereunder shall be inwriting and shall be given by overnight delivery service such as Federal Express,telecopy (or like transmission) or personal delivery against receipt or mailed byregistered or certified mail (return receipt requested), to the party to whom it isgiven at such party's address set forth below such party's name on the signaturepage or such other address as such party may hereafter specify by notice to theother party hereto, with copies to the following: