EMPLOYMENT AGREEMENT

EMPLOYMENT
AGREEMENT (this Employment Agreement), dated as of January 1, 2006 (the
Commencement Date), by and between TheStreet.com, Inc., a Delaware
corporation (the Company or TheStreet.com), and Thomas J. Clarke, Jr.
(Clarke).

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

NOW
THEREFORE, the parties hereto agree as follows:

Section
1. Duties; Term.

(a)
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. Clarke agrees to
perform such duties, functions and responsibilities as are generally incident
to such positions, for a period commencing on January 1, 2006 and ending on
December 31, 2007, unless sooner terminated in accordance with Section 4 hereof
(the Term). Clarke agrees to faithfully perform the lawful 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. Clarke
shall be subject to all laws, rules, regulations and policies as are from time
to time applicable to employees of the Company and, in the case of rules or
policies adopted by the Company, communicated to him in writing, including
TheStreet.coms Policy on Investments. Clarke will make recommendations to the
Compensation Committee of the Board (the Committee) with regard to
compensation levels (including equity awards) for senior executive officers and
the Committee shall consider such recommendations.

(b)
Notwithstanding the foregoing, Clarke may (i) serve on civic or charitable
boards or not-for-profit industry related organizations, (ii) engage in
charitable, civic, educational, professional, community and/or industry
activities without remuneration therefor and (ii) manage personal and
family investments, so long as such activities do not interfere with
performance of Clarkes duties under the Employment Agreement. Clarke also may
serve on the board of directors or advisory committee of other for-profit
enterprises subject to the consent of the Board, which shall not unreasonably
be withheld; provided, however, that Clarke shall not serve on more than two
such boards at the same time.

Section
2. Compensation.

(a)
Annual Salary. As compensation for his services hereunder, during the
Term the Company shall pay to Clarke a salary of Four Hundred and Ten Thousand
Dollars ($410,000) per annum, payable in accordance with the Companys standard
payroll policies, and less all applicable federal, state and local withholding
taxes (the

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Annual
Salary). The Annual Salary shall be reviewed at least annually during the
Term, and may be increased in the sole discretion of the Committee, taking into
consideration both the Companys and Clarkes performance during the preceding
year.

(b)
2005 Annual Bonus. Clarke shall receive a cash bonus for his employment
during calendar year 2005 in an amount equal to at least 20% of his annual
salary in effect for calendar year 2005, which shall be paid no later than
February 1, 2006.

(c)
Annual Bonus. Except as set forth in Section 4 hereof, in addition to
the Annual Salary, Clarke shall be entitled to receive additional cash bonus
compensation for his employment during calendar years 2006 and 2007 (the
Annual Bonus) in accordance with the bonus plan for senior management of the
Company (the Bonus Plan) with a target bonus of 75% of his Annual Salary.
Sixty percent (60%) of the Annual Bonus shall be based upon achievement of the
Companys pre-established financial and operational goals and forty percent
(40%) shall be based upon pre-established individual performance goals, as
approved by the Committee with meaningful input on all goals from Clarke.

(d)
Long-term Equity Incentive Compensation. In addition to stock options
previously granted pursuant to the terms of the TheStreet.com, Inc. Amended and
Restated 1998 Stock Incentive Plan, as amended (the Plan) and option
agreements dated October 18, 1999, December 8, 1999, April 18, 2000, November
30, 2000, January 1, 2002, January 1, 2003, January 2, 2004 and January 3, 2005
(collectively, the Old Option Agreements), the Company shall annually grant
to Clarke on or about each of January 1, 2006 and January 1, 2007 long-term
equity incentive compensation in such form as the Committee may reasonably
determine having a value equal to the value on the date hereof, using the
Black-Scholes option valuation methodology as calculated by the Companys
independent accounting firm or compensation consulting firm, of stock options
to purchase an aggregate of One Hundred Fifty-Seven Thousand (157,000) shares
of Common Stock in the Company (the New Equity Grants) at an exercise price
equal to the fair market value of a share of Common Stock in the Company as
defined in the Plan and expiring on the fifth (5th) anniversary of
the grant date. The New Equity Grants will vest with respect to the following
percentage of each New Equity Grant on the dates set forth below, provided that
Clarke is in the Service (as defined below) of the Company or one of its
subsidiaries on each such date:

|                                   |      |        |  |           
|---------------------------------- | ---- | ------ |  | ----------
|                                   | Date |        |  | Percentage
|                                   |      |        |  |           
|First
  anniversary of grant date  |      | 33.33%
|Second
  anniversary of grant date |      | 33.33%
|Third
  anniversary of grant date  |      | 33.34%

For purposes
of this Section 2(d), Clarke shall be considered to be in the Service of the
Company or one of its subsidiaries if he is a common law employee of the
Company (or one if its subsidiaries, as applicable). Notwithstanding any other
provision hereof,

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following the
termination of Clarkes employment by the Company without Cause, a voluntary
termination by Clarke for Good Reason, upon the expiration of this Employment
Agreement without the Company having previously offered to renew this
Employment Agreement on commercially reasonable terms as determined by the
Company in good faith, or the upon the occurrence of a Change of Control (as
defined in the Plan) prior to the termination of Clarkes employment hereunder
for any reason, the then unvested portion of the New Equity Grants will
immediately become vested. The New Equity Grants shall also have such other
terms not inconsistent with the foregoing as shall be determined by the Company
and set forth in a grant agreement.

Section
3. Benefits; Expense Reimbursement.

During
the Term, Clarke shall 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. Without limiting the generality of the foregoing, during the Term,
the Company will provide Clarke at its expense with a term life insurance
policy with a death benefit equal to two (2) times Clarkes Annual Salary, the
beneficiary to be named by Clarke; provided that the Company shall not be
required to incur annual expense in excess of $5,000 in connection with such
term life insurance policy. Clarke 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,
Clarke shall be entitled to five (5) weeks of paid vacation.

Section
4. Employment Termination.

(a)
At any time during the Term, and except as otherwise provided in Sections 4(b)
and 4(c) hereof, the Company shall only have the right to terminate this
Employment Agreement and Clarkes employment with the Company hereunder, upon
written notice to Clarke, in the event Clarke engages in conduct which
constitutes Cause. For purposes of this Employment Agreement, Cause shall
mean (i) Clarkes willful misconduct in the performance of his obligations
under this Employment Agreement or gross negligence in the performance of his
obligations under this Employment Agreement, (ii) dishonesty or
misappropriation by Clarke relating to the Company or any of its funds,
properties, or other assets, (iii) inexcusable repeated or prolonged absence
from work by Clarke (other than as a result of, or in connection with, a
disability), (iv) any unauthorized disclosure by Clarke of confidential or
proprietary information of the Company which is reasonably likely to result in
material harm to the Company, (v) a conviction of Clarke (including entry of a
guilty or nolo contendere plea) involving fraud, dishonesty, or moral
turpitude, or involving a violation of federal or state securities laws, or
(vi) the failure by Clarke to attempt to perform faithfully his duties
hereunder, or other material breach by Clarke of this Employment Agreement, and
such failure or breach is not cured, to the extent cure is possible, by Clarke
within thirty (30) days after written notice thereof from the Company to
Clarke; provided, however, that no event or
condition described in clauses (i), (ii), (iii), (iv) and (vi) shall constitute
Cause unless (x) the Company first gives Clarke written notice of its
intention to terminate his employment for Cause and the grounds for such
termination no fewer than ten (10) days

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prior to the date of termination; and (y) Clarke is provided the
opportunity to appear before the Board, with or without legal representation at
his election to present arguments on his own behalf; provided further, however,
that notwithstanding anything to the contrary in this Agreement and subject to
the other terms of this proviso, the Company may take any and all actions,
including without limitation suspension (but not without pay), it deems
appropriate with respect to Clarke and his duties at the Company pending such
appearance. No act or failure to act on Clarkes part will be considered
willful unless done, or omitted to be done, by Clarke not in good faith and
without reasonable belief that his action or omission was in the best interests
of the Company. If this Employment Agreement and Clarkes
employment with the Company hereunder is terminated for Cause, or if Clarke
voluntarily resigns (which he may do at any time) from the Company without Good
Reason during the Term, the Company shall pay Clarke a lump sum amount within
thirty (30) days of such termination, equal to the sum of (A) all earned but
unpaid portions of the Annual Salary, (B) any earned but unpaid Annual Bonus
for a previously completed fiscal year of the Company, (C) reimbursement for
any unreimbursed business expenses incurred by Clarke prior to the date of
termination or resignation (the Termination Date) subject to reimbursement
pursuant to Section 3, and (D) payment for any unused vacation days through the
Termination Date, and (E) any other amounts or benefits (other than severance,
termination or similar pay) required to be paid or provided by law or under any
plan, program or policy of the Company ((A)-(E) collectively, the Accrued
Amounts), and following any such termination, Clarke shall not be entitled to
receive any other compensation or benefits from the Company hereunder,
including, without limitation, any portion of the Annual Bonus for the year in
which he is terminated.

(b)
This Employment Agreement and Clarkes employment with the Company hereunder
may also be terminated by the Company without Cause, or by Clarke 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 Clarkes authority, functions,
duties, or responsibilities in his position with the Company as provided in
this Employment Agreement, or (ii) prior to a Change in Control, any adverse
change in Clarkes positions, titles or reporting responsibility (such that
Clarke reports to a person other than the Board), or (iii) the assignment of
duties to Clarke that are inconsistent with his position and status as Chairman
and Chief Executive Officer, or (iv) a reduction in the Annual Salary during
the Term, or (v) the failure of the Company to cure any other material breach
of this Employment Agreement (as described below), or (vi) in connection with
the occurrence of a Change of Control, there is a significant reduction of
Clarke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 Clarke is not
appointed as Chief Executive Officer of the acquiring corporation, but
continues to have a substantially similar level of responsibility over the
affairs of the Company following such Change of Control), or (vii) Clarkes
relocation by the Company or a successor thereto to a location more than fifty
(50) miles from either the Companys

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current
headquarters or Bridgewater, New Jersey; provided that in the
case of (i) through (v) above, the Company has failed to cure the event
constituting Good Reason within thirty (30) days following written notice
thereof from Clarke. In the event that Clarkes employment with the Company
shall terminate during the Term on account of termination by the Company
without Cause, or by Clarke with Good Reason, then the Company shall pay or
provide to Clarke, as his sole and exclusive remedy hereunder, (A) the Accrued
Amounts, (B) a pro rata (based on the number of days employed in the year of
termination or resignation) bonus for the fiscal year in which such termination
or resignation occurs based on the average of the Annual Bonuses paid to Clarke
for the two (2) years immediately preceding such termination or resignation (a
Pro Rated Bonus), (C) group life, disability, sickness, hospitalization and
accident insurance benefits equivalent to those to which Clarke would have been
entitled if he had continued working for the Company for an additional twelve
(12) month period following the Termination Date, (D) 100% of the Annual Salary
to the same extent to which Clarke would have been entitled if he had continued
working for the Company for an additional twelve (12) month period following
the Termination Date, and (E) 50% of the Annual Salary to the same extent to
which Clarke would have been entitled if he had continued working for the
Company for the period, if any, commencing on the first anniversary of the
Termination Date and ending on December 31, 2007. The payments provided for in
(A), (B), (D) and (E) above shall be made to Clarke in a lump sum payment
within thirty (30) days following such termination or resignation; provided
that the payments provided for in (D) and (E) shall be contingent upon Clarkes
continued compliance with Sections 5 and 6 hereof (except that Clarke shall not
be deemed for purposes of this Section 4(b) not to have been in compliance with
Section 6 solely as a result of an unintentional and immaterial disclosure of
confidential information) and Clarke shall be obligated to repay all such
payments upon determination by the Board that Clarke has failed to comply as
such with Sections 5 or 6 hereof; and provided further that the benefits
continuation provided for in (C) above shall terminate upon Clarkes becoming
eligible for corresponding benefits in connection with new employment.

(c)
This Employment Agreement and Clarkes employment with the Company hereunder
shall terminate immediately and automatically upon (i) the death or Disability
(as defined below) of Clarke or (ii) the expiration of the Term. For purposes
of this Employment Agreement, Disability shall mean physical or mental
incapacity of a nature which prevents Clarke, in the good faith 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 Clarkes employment with the
Company hereunder is terminated on account of (i) or (ii) above, then the
Company shall pay Clarke, or his estate, conservator or designated beneficiary,
as the case may be, an amount equal to (A) the Accrued Amounts, and (B) a Pro
Rated Bonus, and following any such termination, neither Clarke, 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, provided, however, that if Clarkes employment is
terminated on account of (ii) above, and the Company has not previously offered
to renew this Employment Agreement on

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commercially
reasonable terms as determined by the Company in good faith, then the Company
shall also pay or provide to Clarke (C) group life, disability, sickness,
hospitalization and accident insurance benefits equivalent to those to which
Clarke would have been entitled if he had continued working for the Company for
an additional twelve (12) month period, and (D) the Annual Salary to the same
extent to which Clarke would have been entitled if he had continued working for
the Company for an additional twelve (12) month period. The payments provided
for in (A), (B) and (D) above shall be made in a lump sum payment within thirty
(30) days following such termination; provided that the payments provided for
in (D) shall be contingent upon Clarkes continued compliance with Sections 5
and 6 hereof (except that Clarke shall not be deemed for purposes of this
Section 4(c) not to have been in compliance with Section 6 solely as a result
of an unintentional and immaterial disclosure of confidential information) and
Clarke shall be obligated to repay all such payments upon determination by the
Board that Clarke has failed to comply as such with Sections 5 or 6 hereof; and
provided further that the benefits continuation provided for in (C) above shall
terminate upon Clarkes becoming eligible for corresponding benefits in connection
with new employment.

(d)
This Employment Agreement and Clarkes employment with the Company hereunder
shall terminate immediately and automatically upon the final and complete
liquidation or dissolution of the Company or a final and complete shutdown of
the business then conducted by the Company(each,
a Liquidation Event). In the event that Clarke remains employed by the
Company under this Employment Agreement until the time of any Liquidation
Event, then the Company shall pay to Clarke, as his sole and exclusive remedy
hereunder, an amount equal to his then-current Annual Salary and the Accrued
Amounts, less any amounts required to be withheld by law.

(e)
Upon the termination of this Employment Agreement pursuant to Section 4 hereof,
the Company shall have no further obligations under this Employment Agreement; provided,
(except for amounts and benefits payable in Section 2 thru 4 above) however,
that Sections 5 through 25 hereof shall survive and remain in full force and
effect.

Section
5. Non-Competition.

(a)
Clarke hereby agrees that, during the period from the Commencement Date through
the end of the first twelve (12) months after the cessation of Clarkes
employment with the Company, he will not engage in Competition with the
Company. For purposes of this Employment Agreement, Competition by Clarke shall
mean Clarke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 which primarily engages
in the business of providing original editorial financial news and commentary
over the Internet (a Competing Business);provided,
however, that, notwithstanding the foregoing, it shall not be a
violation of this Section 5(a) for Clarke to (x) become the registered or
beneficial owner of up to three percent

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(3%) of any
class of the capital stock of a competing corporation registered under the
Securities Exchange Act of 1934, as amended, provided that Clarke does not
otherwise participate in the business of such corporation or (y) work in a non-competitive business of a
company which is carrying on a Competing Business, the revenues of which
represent less than 20% of the consolidated revenues of that company, or, as a
result thereof, owning compensatory equity in that company.

(b)
Clarke hereby agrees that, during the period from the Commencement Date through
the end of the first twelve (12) months after the cessation of Clarkes
employment with the Company, he will not solicit for employment or hire, in any
business enterprise or activity, any employee of the Company who was employed
by the Company during the Term; provided, the foregoing shall not be violated by general advertising
not targeted at Company employees nor by serving as a reference upon request.

Section
6. Confidentiality; Intellectual Property.

(a)
Except as otherwise provided in this Employment Agreement, at all times during
and after the Term, Clarke 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, products, services and development, or 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 or is generally known in the relevant trade or industry other than as a
result of an improper disclosure by Clarke, or (b) was available to or became
known to Clarke prior to the disclosure of such information on a
non-confidential basis without breach of any duty of confidentiality to the
Company), and Clarke shall not disclose such confidential information to any
Person other than the Company, except with the prior written consent of the
Company, as may be required by law or court or administrative order (in which
event Clarke shall so notify the Company as promptly as practicable), or in
performance of his duties hereunder. Further, this Section 6(a) shall not
prevent Clarke from disclosing Confidential Information in connection with any
litigation, arbitration or mediation to enforce this Employment Agreement,
provided that such disclosure is necessary for Clarke to assert any claim or
defense in such proceeding.

(b)
Upon termination of the Term for any reason, Clarke 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

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requests,
shall certify in writing that he has done so. All confidential information is
and shall remain the property of the Company (or, in the case of information
that the Company receives from a third party which it is obligated to treat as
confidential, then the property of such third party); provided, Clarke
shall be entitled to retain copies of (i) information showing his compensation
or relating to reimbursement of expenses, (ii) information that is required for
the preparation of his personal income tax return, (iii) documents provided to
him in his capacity as a participant in any employee benefit plan, policy or
program of the Company and (iv) this Employment Agreement and any other
agreement by and between him and the Company with regard to his employment or
termination thereof.

(c)
All Intellectual Property (as hereinafter defined) and Technology (as
hereinafter defined) created, developed, obtained or conceived of by Clarke
during the Term, and all business opportunities presented to Clarke during the
Term, shall be owned by and belong exclusively to the Company, provided that
they reasonably relate to any of the business of the Company on the date of
such creation, development, obtaining or conception, and Clarke 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,
(x) the term Intellectual Property means and includes any and all trademarks,
trade names, service marks, service names, patents, copyrights, and
applications therefor, and (y) the term Technology means and includes any and
all trade secrets, proprietary information, invention, 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 could 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 Clarke in
binding himself to any of these restrictions. In the event of a breach or
threatened breach by Clarke of any of these restrictions, the Company shall be
entitled to apply to any court of competent jurisdiction for an injunction
restraining Clarke 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 (including, without limitation, Clarkes estate
following his death). Person shall mean an individual, corporation,
partnership, limited liability

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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 registered 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.

Section
12. Binding Effect.

The
rights and duties under this Employment Agreement are not assignable by Clarke
other than as a result of his death. None of Clarkes rights under this
Employment Agreement shall be subject to any encumbrances or the claims of
Clarkes creditors. This Employment Agreement shall be binding upon and inure
to the benefit of 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.

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Section
14. Severability.

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 the Old Option Agreements, 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.

Section
18. Conflicts of Interest.

Clarke
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.

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Section
19. Consent to Jurisdiction.

Clarke
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. Indemnification.

The Company
agrees that if Clarke is or is made a party, or is threatened to be made a
party, to any action, suit or proceeding (a Proceeding), by reason of
the fact that he is or was a director, officer or employee of the Company or is
or was serving at the request of the Company as a director, officer, member,
employee or agent of another entity, Clarke shall be fully indemnified and held
harmless by the Company to the fullest extent permitted by law against all
cost, expense, liability and loss reasonably incurred or suffered by Clarke in
connection therewith, and such indemnification shall continue after termination
of Clarkes employment with respect to acts or omissions which occurred prior
to his termination of employment and which occur after his termination of
employment pursuant to this Section 20, and shall inure to the benefit of
Clarkes heirs, executors and administrators. To the fullest extent allowed by
law, the Company shall advance to Clarke all reasonable costs and expenses
incurred by him in connection with a Proceeding within 20 calendar days after
receipt by the Company of a written request for such advance. Such request
shall include an undertaking by Clarke to repay the amount of such advance if
it shall ultimately be determined that he is not entitled to be indemnified
against such costs and expenses.

Section
21. Liability Insurance.

The Company
shall cover Clarke under directors and officers liability insurance both during
and, while potential liability exists, after the Term in the same amount and to
the same extent as the Company generally provides to its other senior executive
officers and directors. This provision shall in all events survive any
termination of this Employment Agreement.

Section
22. No Duty to Mitigate.

Clarke
shall have no duty to mitigate or off-set any amounts payable by the Company to
Clarke hereunder.

Section
23. Release

As
a condition to the obligation of the Company to make the payments provided for
in this Employment Agreement and otherwise perform its obligations hereunder to
Clarke upon termination of Clarkes employment (other than due to his death),
Clarke or his legal representatives shall deliver to the Company a written
release, substantially in the form attached hereto as Exhibit A, and the time
for revocation of such

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release shall
have expired; provided, however, that such release shall be conditioned on the
receipt from the Company of a release of Clarke, provided that such release
from the Company shall not be such a condition and shall be null and void and
of no force or effect in the event of any act or omission by Clarke that could
constitute the basis for termination for Cause or that could be a crime of any
kind.

Section
24. Legal Fees.

The
Company shall pay the reasonable legal fees incurred by Clarke in connection
with this Employment Agreement in an amount not to exceed $20,000.

Section
25. Section 409A.

(a) Notwithstanding
any provision of this Employment Agreement to the contrary, if Clarke is a
specified employee as defined under Section 409A (Section 409A) of the Internal Revenue Code of
1996, as amended or any regulations or Treasury guidance promulgated
thereunder, Clarke 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
(ii) the date of his death. The provisions of this Section 25(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 Clarke 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.

[END OF TEXT]

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

| |                                                     |                      |              | 
| | --------------------------------------------------- | -------------------- | ------------ | 
| | /s/ Thomas J. Clarke, Jr.                           |                     
| |                                                     |                     
| | Thomas J.
  Clarke, Jr.                             |                     
| | 6 Arrowsmith
  Drive                                |                     
| | Bridgewater,
  New Jersey 00807                     |                     
| |                                                     |                     
| | THESTREET.COM,
  INC.                               |                     
| |                                                     |                     
| | By: /s/ Jeffrey Sonnenfeld                          |                     
| |                                                     |                      |             
| | Name:
  Jeffrey Sonnenfeld                          |                     
| | Title:
  Director, Member of Compensation Committee
| |                                                     |                     
| | By: /s/ Martin Peretz                               |                     
| |                                                     |                      |             
| | Name: Martin
  Peretz                               |                     
| | Title:
  Director, Member of Compensation Committee
| |                                                     |                     
| | Address:                                            | 14 Wall
  Street     |             
| |                                                     |                      | 15th
  Floor | 
| |                                                     | New York, NY
  10005 |             
| | Telephone
  No.: (212) 321-5000                     |                     
| | Telecopy
  No.: (212) 321-5013                      |                     

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EXHIBIT A

Form of Release

This Release
(this Release) is entered into by Thomas J. Clarke, Jr. (Clarke) and
TheStreet.com, Inc., a Delaware corporation (the Company), effective
as of [DATE] (the Effective Date).

In
consideration of the promises set forth in the Employment Agreement between Clarke
and the Company, dated as of January 1, 2006 (the Employment Agreement),
Clarke and the Company agree as follows:

1. General
Releases and Waivers of Claims.

(a) Clarkes
Release of Company. In consideration of the payments and benefits provided
to Clarke under the Employment Agreement and after consultation with counsel,
Clarke and each of his respective heirs, executors, administrators,
representatives, agents, successors and assigns (collectively, the Clarke
Parties) hereby irrevocably and unconditionally release and forever
discharge the Company and its subsidiaries and affiliates and each of their
respective officers, employees, directors, shareholders and agents (Company
Parties) from any and all claims, actions, causes of action, rights,
judgments, fees and costs (including attorneys fees), obligations, damages,
demands, accountings or liabilities of whatever kind or character
(collectively, Claims), including, without limitation, any Claims
based upon contract, tort, or under any federal, state, local or foreign law,
that the Clarke Parties may have, or in the future may possess, arising out of
any aspect of Clarkes employment relationship with and service as an employee,
officer, director or agent of the Company, or the termination of such
relationship or service, that occurred, existed or arose on or prior to the
date hereof; provided, however, that Clarke does not release,
discharge or waive (i) any rights to payments and benefits provided under the
Employment Agreement that are contingent upon the execution by Clarke of this
Release, (ii) any right Clarke may have to enforce this Release or the
Employment Agreement, (iii) Clarkes eligibility for indemnification in
accordance with the Companys certificate of incorporation, bylaws or other
corporate governance document, or any applicable insurance policy, with respect
to any liability he incurred or might incur as an employee, officer or director
of the Company, including, without limitation, pursuant to Section 21 of the
Employment Agreement, or (iv) any claims for accrued, vested benefits under any
employee benefit or pension plan of the Company Parties subject to the terms
and conditions of such plan and applicable law including, without limitation,
any such claims under the Employee Retirement Income Security Act of 1974.

(b) Executives
Specific Release of ADEA Claims. In further consideration of the payments
and benefits provided to Clarke under the Employment Agreement, the Clarke Parties
hereby unconditionally release and forever discharge the Company Parties from
any and all Claims that the Clarke Parties may have as of the date Clarke signs
this Release arising under the Federal Age Discrimination in Employment Act of
1967, as amended, and the applicable rules and regulations promulgated

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thereunder (ADEA).
By signing this Release, Clarke hereby acknowledges and confirms the following:
(i) Clarke was advised by the Company in connection with his termination
to consult with an attorney of his choice prior to signing this Release and to
have such attorney explain to him the terms of this Release, including, without
limitation, the terms relating to his release of claims arising under ADEA, and
Clarke has in fact consulted with an attorney; (ii) Clarke was given a
period of not fewer than 21 days to consider the terms of this Release and to
consult with an attorney of his choosing with respect thereto; and
(iii) Clarke knowingly and voluntarily accepts the terms of this Release.
Clarke also understands that he has seven (7) days following the date on
which he signs this Release within which to revoke the release contained in
this paragraph, by providing the Company a written notice of his revocation of
the release and waiver contained in this paragraph.

(c) Companys
Release of Executive. The Company for itself and on behalf of the Company
Parties hereby irrevocably and unconditionally release and forever discharge
the Clarke Parties from any and all Claims, including, without limitation, any
Claims based upon contract, tort, or under any federal, state, local or foreign
law, that the Company Parties may have, or in the future may possess, arising
out of any aspect of Clarkes employment relationship with and service as an
employee, officer, director or agent of the Company, or the termination of such
relationship or service, that occurred, existed or arose on or prior to the
date hereof, excepting any Claim which would constitute or result from conduct
by Clarke that could constitute the basis for termination for Cause under the
Employment Agreement or could be a crime of any kind. Anything to the contrary
notwithstanding in this Release, nothing herein shall release Clarke or any
other Executive Party from any Claims based on any right the Company may have
to enforce this Release or the Employment Agreement.

(d) No
Assignment. The parties represent and warrant that they have not assigned
any of the Claims being released under this Release.

2. Proceedings.
Neither Clarke nor the Company have filed, any complaint, charge, claim or
proceeding against the other party before any local, state or federal agency,
court or other body relating to Clarkes employment or the termination thereof
(each, individually, a Proceeding).

3. Remedies.

(a) In
the event Clarke initiates or voluntarily participates in any Proceeding
involving any of the matters waived or released in this Release, or if he fails
to abide by any of the terms of this Release, or if he revokes the ADEA release
contained in Paragraph 2(b) of this Release within the seven-day period
provided under Paragraph 2(b), the Company may, in addition to any other
remedies it may have, reclaim any amounts paid to him, and terminate any
benefits or payments that are due, pursuant to the termination provisions of
the Employment Agreement, without waiving the release granted herein. In
addition, in the event that the Board of Directors of the Company determines that
Clarke has failed to comply with Sections 5 and/or 6 of the Employment
Agreement (other than as a result of an unintentional and immaterial disclosure of

2

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confidential information), the Company may, in addition
to any other remedies it may have, reclaim any amounts paid to him pursuant to
Sections 4(b)(D) and (E) or Section 4(c)(D) of the Employment Agreement,
without waiving the release granted herein. Clarke acknowledges and agrees that
the remedy at law available to the Company for breach of any of his
post-termination obligations under the Employment Agreement or his obligations
herein would be inadequate and that damages flowing from such a breach may not
readily be susceptible to being measured in monetary terms. Accordingly, Clarke
acknowledges, consents and agrees that, in addition to any other rights or
remedies that the Company may have at law or in equity, the Company shall be
entitled to seek a temporary restraining order or a preliminary or permanent
injunction, or both, without bond or other security, restraining Clarke from
breaching his post-termination obligations under the Employment Agreement or
his obligations hereunder. Such injunctive relief in any court shall be
available to the Company, in lieu of, or prior to or pending determination in,
any arbitration proceeding.

(b) Clarke
understands that by entering into this Release he will be limiting the
availability of certain remedies that he may have against the Company and
limiting also his ability to pursue certain claims against the Company.

(c) The
Company acknowledges and agrees that the remedy at law available to Clarke for
breach of any of its post-termination obligations under the Employment
Agreement or its obligations hereunder would be inadequate and that damages
flowing from such a breach may not readily be susceptible to being measured in
monetary terms. Accordingly, the Company acknowledges, consents and agrees
that, in addition to any other rights or remedies that Clarke may have at law
or in equity, Clarke shall be entitled to seek a temporary restraining order or
a preliminary or permanent injunction, or both, without bond or other security,
restraining the Company from breaching its post-termination obligations under
the Employment Agreement or its obligations hereunder. Such injunctive relief
in any court shall be available to Clarke, in lieu of, or prior to or pending
determination in, any arbitration proceeding.

(d) The
Company understands that by entering into this Release it will be limiting the
availability of certain remedies that it may have against Clarke and limiting
also its ability to pursue certain claims against Clarke.

4. Severability
Clause. In the event any provision or part of this Release is found to be
invalid or unenforceable, only that particular provision or part so found, and
not the entire Release, will be inoperative.

5. Nonadmission.
Nothing contained in this Release will be deemed or construed as an admission
of wrongdoing or liability on the part of the Company or Clarke.

6. Governing
Law. All matters affecting this Release, including the validity thereof,
are to be governed by, and interpreted and construed in accordance with, the
laws of the New York applicable to contracts executed in and to be performed in
that State.

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7. Notices.
All notices or communications hereunder shall be made in accordance with
Section 9 of the Employment Agreement:

CLARKE
ACKNOWLEDGES THAT HE HAS READ THIS RELEASE AND THAT HE FULLY KNOWS, UNDERSTANDS
AND APPRECIATES ITS CONTENTS, AND THAT HE HEREBY EXECUTES THE SAME AND MAKES
THIS RELEASE AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND
OF HIS OWN FREE WILL.

IN WITNESS
WHEREOF, the parties have executed this Release as of the date first set forth
above.

| |                         |  | 
| | ----------------------- |  | 
| |                        
| | THESTREET.COM, INC.    
| |                        
| | By:                     |  | 
| |                         |  | 
| |                        
| |                         | 
| | Thomas J.
  Clarke, Jr.

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