**Exhibit 10.4**

EMPLOYMENT AGREEMENT

		EMPLOYMENT AGREEMENT, dated as of January 1, 2002 (the"Employment Agreement"), by and between TheStreet.com, Inc., a Delawarecorporation (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, onthe terms and conditions set forth herein; and

		NOW THEREFORE, the parties hereto agree as follows:

Section 1.Duties; Term.

		The Company agrees to employ Clarke, and Clarke agrees to be soemployed, in the position of Chairman and Chief Executive Officer of the Company,and Clarke agrees to perform such duties, functions and responsibilities as aregenerally incident to such positions, for a period commencing on January 1, 2002and ending on December 31, 2003, unless sooner terminated in accordance withSection 4 hereof (the "Term").  Clarke agrees to perform faithfully the dutiesassigned to him pursuant to this Employment Agreement to the best of his abilitiesand 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 totime applicable to employees of the Company, including TheStreet.com's Policy onInvestments.

Section 2.Compensation.

		(a)  Annual Salary.  As compensation for his services hereunder, duringthe Term the Company shall pay to Clarke a salary of Three Hundred and Fifty-SixThousand Dollars ($356,000) per annum, payable in accordance with the Company'sstandard payroll policies, and less all applicable federal, state and local withholdingtaxes (the "Annual Salary").  The Annual Salary shall be reviewed at least annuallyduring the Term, and may be increased in the sole discretion of the CompensationCommittee of the Company's Board of Directors (the "Board"), taking into consideration both the Company's and Clarke's performance during the preceding year.

		(b)  Bonus.  Except as set forth in Section 4 hereof, in addition to theAnnual Salary, Clarke shall be entitled to receive additional bonus compensation forhis employment during calendar years 2002 and 2003 (the "Annual Bonus") inaccordance with the mutually agreed upon bonus schedule for senior management ofthe Company, which shall be based upon achievement of the Company's financialgoals as submitted to the Board. 

		(c)  Options.  The Company shall grant to Clarke, in addition to stockoptions previously granted pursuant to the terms of the TheStreet.com, Inc.Amended and Restated 1998 Stock Incentive Plan, as amended (the "Plan") andoption agreements dated October 18, 1999, December 8, 1999, April 18, 2000 andNovember 30, 2000 (collectively, the "Old Option Agreements"), pursuant to a stockoption agreement dated the date hereof (the "New Option Agreement"), stockoptions to purchase an aggregate of Five Hundred Thousand (500,000) shares ofCommon Stock in the Company.  The grant shall be an non-qualified stock option.

Section 3.Benefits; Expense Reimbursement.

		During the Term, Clarke shall participate in any group insurance,accident, sickness and hospitalization insurance, and any other employee benefitplans of the Company in effect during the Term and available to the Company'sexecutive officers, and Clarke shall have the right to reimbursement, upon properaccounting, of reasonable expenses and disbursements incurred by him in the courseof his duties hereunder.  Clarke shall also receive reimbursement of up to $1,250 permonth to defray business expenses.  In addition, during each year of the Term,Clarke shall be entitled to three (3) weeks of paid vacation.

Section 4.Employment Termination.

		(a)  At any time during the Term, and except as otherwise provided inSections 4(b) and 4(c) hereof, the Company shall only have the right to terminatethis Employment Agreement and Clarke's employment with the Company hereunder,upon written notice to Clarke, in the event Clarke engages in conduct whichconstitutes "Cause."  For purposes of this Employment Agreement, Cause shallmean (i) Clarke's willful misconduct or gross negligence in the performance of hisobligations under this Employment Agreement, (ii) dishonesty or misappropriationby 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 aresult of, or in connection with, a disability), (iv) any unauthorized disclosure byClarke 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,moral turpitude, or involving a violation of federal or state securities laws, or (vi) thefailure by Clarke to perform faithfully his duties hereunder or other breach by Clarkeof this Employment Agreement and such failure or breach is not cured, to the extentcure is possible, by Clarke within thirty (30) days after written notice thereof fromthe Company to Clarke.  If this Employment Agreement and Clarke's employmentwith the Company hereunder is terminated for Cause, or if Clarke voluntarily resignsfrom the Company without Good Reason, during the Term, the Company shall payClarke an amount equal to all earned but unpaid portions of the Annual Salary andunused vacation days through the date of termination, and following any suchtermination, Clarke shall not be entitled to receive any other compensation orbenefits from the Company hereunder, including, without limitation, any portion ofthe Annual Bonus for the year in which he is terminated.

		(b)  This Employment Agreement and Clarke's employment with theCompany hereunder may also be terminated by the Company without Cause, or byClarke upon the occurrence of an event constituting Good Reason.  For purposes ofthis Employment Agreement, "Good Reason" shall mean (i) the failure of theCompany to cure a material adverse change made by it in Clarke's functions, duties,or responsibilities in his position with the Company as provided in this EmploymentAgreement, or (ii) a reduction in the Annual Salary during the Term, or (iii) thefailure of the Company to cure any other material breach of this EmploymentAgreement, or (iv) in connection with the occurrence of a Change of Control (assuch term is defined in the Company's 1998 Stock Incentive Plan, as amended) ofthe Company, there is a significant reduction of Clarke's duties or responsibilitiesrelative to his duties or responsibilities in effect immediately prior to such reduction;provided, however, that the foregoing provision shall not include a reduction induties or responsibilities solely by virtue of the Company being acquired and madepart of a larger entity (as, for example, if you are not appointed as Chairman andChief Executive Officer of the acquiring corporation, but continue to have a substantially similar level of responsibility over the affairs of the Company followingsuch Change of Control), or (v) Clarke's relocation by the Company or a successorthereto to a location more than fifty (50) miles from either the Company's currentheadquarters or Bridgewater, New Jersey, providedthat, in the case of (i), (ii), or(iii) above, the Company has failed to cure the event constituting Good Reasonwithin sixty (60) days following written notice thereof from Clarke.  In the event thatClarke's employment with the Company shall terminate during the Term on accountof termination by the Company without Cause, or by Clarke with Good Reason, thenthe Company shall pay or provide to Clarke, as his sole and exclusive remedyhereunder, (A) an amount equal to all earned but unpaid portions of the AnnualSalary and unused vacation days through the date of termination, (B) a portion ofthe Annual Bonus prorated through the date of termination, (C) group life, disability,sickness, hospitalization and accident insurance benefits equivalent to those towhich 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 thesame extent to which Clarke would have been entitled if he had continued workingfor the Company for an additional twelve (12) month period, or, at the Company'soption, in a lump sum payment appropriately discounted for the time value of moneyat the Treasury bill or note rate.  The benefits continuation and salary paymentsprovided for in (C) and (D) above shall be contingent upon Clarke's continuedcompliance with Sections 5 and 6 hereof, and shall be reduced by the correspondingbenefits amounts and amounts of cash compensation and any publicly traded orfreely tradable securities compensation (including, without limitation, securities thatwill become freely tradable after a restrictive or vesting period) actually received byClarke after the date of termination in connection with "Replacement Employment"(as defined below).  Clarke shall make good faith efforts to obtain ReplacementEmployment which is similar in duties and responsibilities to that provided forClarke hereunder.  Except as set forth above, Clarke shall not be entitled to receiveany other compensation or benefits from the Company hereunder.   

		(c)  This Employment Agreement and Clarke's employment with theCompany hereunder shall terminate immediately and automatically upon (i) thedeath or Disability (as defined below) of Clarke or (ii) the expiration of the Term.For purposes of this Employment Agreement, "Disability" shall mean physical ormental incapacity of a nature which prevents Clarke, in the good faith judgment ofthe 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 yearwith each year under this Employment Agreement commencing on each anniversaryof the date hereof.  If this Employment Agreement and Clarke's employment withthe Company hereunder is terminated on account of (i) or (ii) above, then theCompany shall pay Clarke, or his estate, conservator or designated beneficiary, asthe case may be, an amount equal to (A) all earned but unpaid portions of theAnnual Salary and unused vacation days through the date of termination, and (B) aportion of the Annual Bonus prorated through the date of termination, and followingany such termination, neither Clarke, nor his estate, conservator or designatedbeneficiary, as the case may be, shall be entitled to receive any other compensationor benefits from the Company hereunder, provided, however, that if Clarke'semployment is terminated on account of (ii) above, and the Company has notpreviously offered to renew this Employment Agreement on commercially reasonable terms as determined by the Company in good faith, then the Company shall alsopay or provide to Clarke (C) group life, disability, sickness, hospitalization andaccident insurance benefits equivalent to those to which Clarke would have beenentitled 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 wouldhave been entitled if he had continued working for the Company for an additionaltwelve (12) month period, or, at the Company's option, in a lump sum paymentappropriately discounted for the time value of money at the Treasury bill or noterate.  The benefits continuation and salary payments provided for in (C) and (D)above shall be contingent upon Clarke's continued compliance with Sections 5 and 6hereof, and shall be reduced by the corresponding amounts actually received byClarke after the date of termination in connection with "Replacement Employment,"as described in Section 4(b) hereof.

		(d)  This Employment Agreement and Clarke's employment with theCompany hereunder shall terminate immediately and automatically upon the finaland complete liquidation or dissolution of the Company or a final and completeshutdown of the business then conducted by the Company****(each, a "LiquidationEvent").  In the event that Clarke remains employed by the Company under thisEmployment Agreement until the time of any Liquidation Event, then the Companyshall pay to Clarke, as his sole and exclusive remedy hereunder, an amount equal tohis then-current Annual Salary, less any amounts required to be withheld by law.

		(e)  Upon the termination of this Employment Agreement pursuant toSection 4 hereof, the Company shall have no further obligations under this Employment Agreement; provided, (except for amounts payable in Section 2 thru 4 above)however, that Sections 5 through 18 hereof shall survive and remain in full force andeffect.

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 ofClarke's employment with the Company, he will not engage in "Competition" withthe Company.  For purposes of this Agreement, Competition by Clarke shall meanClarke's engaging in, or otherwise directly or indirectly being employed by or actingas 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 inconnection with the activities of any other business or organization anywhere in theUnited States which primarily engages in the business of providing original editorialfinancial news and commentary over the Internet;**provided, however, that, notwithstanding the foregoing, it shall not be a violation of this Section 5(a) for Clarke tobecome the registered or beneficial owner of up to three percent (3%) of any class ofthe 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.

		(b)  Clarke hereby agrees that, during the period from the Commencement Date through the end of the first twelve (12) months after the cessation ofClarke's employment with the Company, he will not solicit for employment or hire,in any business enterprise or activity, any person who was employed by the Company during the Term.

Section 6.Confidentiality; Intellectual Property.

		(a)  Except as otherwise provided in this Employment Agreement, at alltimes during and after the Term, Clarke shall keep secret and retain in strictestconfidence, any and all confidential information relating to the Company, and shalluse such confidential information only in furtherance of the performance by him ofhis duties to the Company and not for personal benefit or the benefit of any interestadverse to the Company's interests. For purposes of this Agreement, "confidentialinformation" 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 bywhatever means available at such time, that relates to the Company's currentbusiness or future business contemplated during the Term, products, services anddevelopment, or information received from others that the Company is obligated totreat as confidential or proprietary (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 Clarke, or (b) was available to or becameknown to Clarke prior to the disclosure of such information on a non-confidentialbasis without breach of any duty of confidentiality from any party to the Company),and Clarke shall not disclose such confidential information to any Person other thanthe Company, except as may be required by law or court or administrative order (inwhich event Clarke shall so notify the Company as promptly as practicable). Upontermination of the Term for any reason, Clarke shall return to the Company allcopies, reproductions and summaries of confidential information in his possessionand erase the same from all media in his possession, and, if the Company sorequests, shall certify in writing that he has done so. All confidential information isand shall remain the property of the Company (or, in the case of information that theCompany receives from a third party which it is obligated to treat as confidential,then the property of such third party).

		(b)  All Intellectual Property (as hereinafter defined) and Technology (ashereinafter defined) created, developed, obtained or conceived of by Clarke duringthe Term, and all business opportunities presented to Clarke during the Term, shallbe owned by and belong exclusively to the Company, provided that they reasonablyrelate 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 suchIntellectual 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 ofany such Intellectual Property, Technology or business opportunity. For purposes ofthis Employment Agreement, (x) the term "Intellectual Property" means andincludes any and all trademarks, trade names, service marks, service names, patents,copyrights, and applications therefor, and (y) the term "Technology" means andincludes 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 and6 hereof are a reasonable and necessary protection of the immediate interests of theCompany, and any violation of these restrictions would cause substantial injury tothe Company and that the Company would not have entered into this EmploymentAgreement, without receiving the additional consideration offered by Clarke inbinding himself to any of these restrictions. In the event of a breach or threatenedbreach by Clarke of any of these restrictions, the Company shall be entitled to applyto any court of competent jurisdiction for an injunction restraining Clarke from suchbreach or threatened breach; providedhowever, that the right to apply for aninjunction shall not be construed as prohibiting the Company from pursuing anyother available remedies for such breach or threatened breach.

Section 8.No Third Party Beneficiary.

		This Employment Agreement is not intended and shall not be construedto confer any rights or remedies hereunder upon any Person, other than the partieshereto or their permitted assigns. "Person" shall mean an individual, corporation,partnership, limited liability company, limited liability partnership, association, trustor other unincorporated organization or entity.

Section 9.Notices.

		Unless otherwise provided herein, any notice, exercise of rights or othercommunication required or permitted to be given hereunder shall be in writing andshall be given by overnight delivery service such as Federal Express, telecopy (orlike transmission) or personal delivery against receipt, or mailed by registered orcertified mail (return receipt requested), to the party to whom it is given at suchparty's address set forth below such party's name on the signature page or such otheraddress as such party may hereafter specify by notice to the other party hereto. Anynotice or other communication shall be deemed to have been given as of the date sopersonally delivered or transmitted by telecopy or like transmission or on the nextbusiness day when sent by overnight delivery service.

Section 10.Representations.

		The Company hereby represents and warrants that the execution anddelivery of this Agreement and the performance by the Company of its obligationshereunder have been duly authorized by all necessary corporate action of theCompany.

Section 11.Amendment.

		This Employment Agreement may be amended only by a written agreement signed by the parties hereto.

Section 12.Binding Effect.

		This Employment Agreement is not assignable by Clarke. None ofClarke's rights under this Employment Agreement shall be subject to any encumbrances or the claims of Clarke's creditors. This Employment Agreement shall bebinding 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 oflaw, 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 inwriting to assume the obligations of the Company hereunder).

Section 13.Governing Law.

		This Employment Agreement shall be governed by and construed inaccordance with the internal laws of the State of New York applicable to contracts tobe performed wholly within the state and without regard to its conflict of lawsprovisions.

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 orunenforceable, the validity, legality and enforceability of the remaining provisionshereof shall not be affected or impaired thereby.  Moreover, if any one or more of theprovisions of this 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 themaximum extent allowable by applicable law.  To the extent permitted by applicablelaw, each party hereto waives any provision of law that renders any provision of thisEmployment 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 Agreementsand the New Option Agreement, sets forth the entire agreement, and supersedes allprior agreements and understandings, both written and oral, between the parties withrespect 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 ofany of the provisions of this Employment Agreement. 

Section 18.Conflicts of Interest.

		Clarke specifically covenants, warrants and represents to the Companythat he has the full, complete and entire right and authority to enter into this Employment Agreement, that he has no agreement, duty, commitment or responsibilityof any kind or nature whatsoever with any corporation, partnership, firm, company,joint venture or other entity or other Person which would conflict in any mannerwhatsoever with any of his duties, obligations or responsibilities to the Companypursuant 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 proprietarynature 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 hisduties, obligations and responsibilities to the Company pursuant to this EmploymentAgreement.

Section 19.Consent to Jurisdiction.

		Clarke hereby irrevocably submits to the jurisdiction of any New YorkState or Federal court sitting in the City of New York in any action or proceeding toenforce the provisions of this Agreement, and waives the defense of inconvenientforum to the maintenance of any such action or proceeding.