February 3, 2006

Lisa A.
Mogensen 
330 East 75th St., Apt. 37C
New York, NY 10021

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| | Re: | Letter
  Agreement, dated as of October 31, 2000 (the Agreement), between you and
  TheStreet.com, Inc., (the Company).

Dear Lisa:

Reference
is made to the Agreement. The parties hereto wish to make certain changes to
its terms in connection with the termination of your employment with The
Street.com.  Capitalized terms used and
not defined herein have the same meanings ascribed to them in the Agreement.

In
consideration of the foregoing and of the mutual agreements of the parties
herein contained, the parties hereby agree that this letter, when executed by
the parties, shall amend, modify and supplement the Agreement as follows:

1.   By
adding the following new paragraphs after the fourth paragraph as follows:

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| | In
  addition, if you continue your employment with the Company, performing in
  good faith the duties, functions and responsibilities as are required in your
  position as Chief Financial Officer of the Company only in connection with
  preparation and filing of the Companys Form 10-K and reasonable efforts to
  transition your other duties and responsibilities to other personnel (and
  nothing herein shall obligate you or permit the Company to require you to
  perform any other duties including, but not limited to, closing the Companys
  books for January and February, participating in investor relations and
  business planning functions,  or any other
  activity that might tend to expose you to nonpublic Company Information)
  through the date of filing of the Companys Annual Report on Form 10-K for
  the year ended December 31, 2005 (the Voluntary Termination Date), the
  Company will continue to pay your then current Annual Salary of $245,000 to
  the same extent to which you would have been entitled if you had continued
  working for the Company for up to an additional twelve (12) month period
  following the Voluntary Termination Date (less a benefits contribution of 20%
  of each payment and all amounts required to be withheld by law including
  applicable taxes).  In addition, the
  Company will pay its share (80%) of the cost of providing you with medical
  and dental insurance benefits through the first anniversary of the Voluntary
  Termination

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| | Date.  The Company also agrees to accelerate the
  vesting of the remaining 23,334 unvested shares of the stock option granted
  to you pursuant to an employee stock option agreement dated January 2, 2004
  at an exercise price of $4.06 per share and take all steps as are necessary
  for these option shares to vest on or before the Voluntary Termination Date.
  The benefits continuation and salary payments (but not any proceeds of option
  exercises or stock sales) provided for herein shall be contingent upon your continued
  compliance with the confidentiality and employee nonsolicitation provisions
  set forth below, and upon your good faith efforts to find Replacement
  Employment, and shall be reduced by the corresponding benefits amounts and
  amounts of cash compensation you receive in connection with Replacement
  Employment (which for this purpose shall not include any self-employment or
  consulting work) after the Voluntary Termination Date.                                                                                                                                                                                                                                                                                                                                                                           
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| | Nothing
  contained herein shall limit or impede your ability to exercise and sell any
  vested stock option shares.  It is the
  Companys present intention to authorize your adoption of a long-term selling
  plan under Rule 10b5-1 commencing on February 13, 2006, which is the second
  business day following the release of the Companys earnings for the fiscal
  year ended December 31, 2005, by executing the appropriate documents,
  including, without limitation, an Issuer Representations certificate to
  such plan document.  However, in the
  event that the Company is unable to execute this certificate or such other
  documents, instruments or certificates, then the Voluntary Termination Date
  shall be deemed to be February 13, 2006, and you shall receive the payments
  and benefits continuation described herein (but not the accelerated vesting
  of the 23,334 unvested stock option shares as described in the previous
  paragraph) without any further obligation for you to complete the Form
  10-K.  Additionally, the Company
  agrees not to instruct or direct Smith Barney, the Companys captive broker
  for exercise of awards under its Amended and Restated 1998 Stock Incentive
  Plan, to give a sale of stock by any particular Company insider priority over
  a sale of stock by any other Company insider.
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| | The
  Company and you shall mutually agree on the language to be contained in Form
  8-K and a press release regarding the termination of your employment with the
  Company, and the Company shall file and release those documents respectively
  within four business days of the date of this letter amending the Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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| | You
  agree that, until the first anniversary of the termination of your employment
  with the Company, you will not solicit for employment or hire, or advise or
  recommend to any other person that they employ or solicit for employment, in
  any business enterprise or activity, any person then employed by the Company;
  provided,
  however, that nothing in this paragraph shall prohibit you from
  responding to requests for references from potential employers of employees
  of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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| | The
  term Company Information as used in this letter means confidential
  information of the Company, including without limitation technical, business
  or financial information or trade secrets, the use or disclosure of which
  might reasonably be construed to be contrary to the interests of the
  Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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| | Company
  Information shall not include such information as has been previously
  disclosed to the public by the Company or by a third person other than a
  person to whom you disclosed Company Information in violation of this
  paragraph, or is disclosed by you as required by law.  You further understand and agree that (i)
  you will keep such Company Information confidential at all times after your
  employment with the Company, and (ii) you will not make use of Company
  Information on your own behalf, or on behalf of any third party.  The Company acknowledges that, except for
  the foregoing non-disclosure provision, and pursuant to applicable law, you
  are not bound by any restrictions on employment by third parties.  You represent that upon the termination of
  your employment, you will immediately return to the Company all Company
  property.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | You
  agree to keep the terms of this letter confidential except for discussions
  with your family and except as may be required to enforce the terms of this
  letter agreement or to obtain legal or tax advice.  You agree that from and after the date of amendment of this
  letter, you will not make or publish any disparaging statements about the Company
  or its officers, directors or persons acting in such capacity.  From and after the date of amendment of
  this letter, the Company will not make or publish any disparaging statements
  about you, or authorize or knowingly permit any officer, director or person
  acting in such capacity to do so.                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | In
  order to receive the payments and benefits continuation described herein, you
  must execute and deliver to the Company a release in the form attached hereto
  as Exhibit A (the Release) and the seven (7) day revocation period
  described in the Release must have expired without revocation of such
  Release.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

2.   By
adding a new Exhibit A to the Letter Agreement as follows:

EXHIBIT
A
RELEASE

In
exchange for the consideration described in this letter agreement, as of the
Voluntary Termination Date, you on behalf of yourself, your heirs, estate,
executors, administrators, successors and assigns hereby release and forever
discharge the Company, any successor to the Company, and any of their present,
former and future owners, partners, affiliates, subsidiaries, successors,
directors, officers, employees, agents, representatives, attorneys, heirs, and
assigns (the Released Parties), from any and all claims, actions and
causes of action, judgments, obligations, damages and liabilities of whatsoever
kind or character, which you may have with respect to the Released Parties,
whether known or unknown, occurring from the beginning of time to the date of
the Release.  Without limiting the
generality of the foregoing release, you release the Released Parties from any
and all known and unknown claims arising out of any aspect of your employment
by the Company, occurring from the beginning of time to the date of this
Release, whether based on contract, tort, or employment discrimination laws,
including, but not limited to any and all claims arising under Title VII of the
Civil Rights Act of 1964, the Rehabilitation Act of 1973, the Americans With
Disabilities Act of 1990, the Civil Rights Act of 1866, the Civil Rights Act of
1991, the Age Discrimination in Employment Act, the Employee Retirement Income
Security Act of 1974, the Family and Medical Leave Act, the New York State
Human Rights Law 290 et seq., the Administrative Code of the City of New
York 8-101 et seq., as each such act and law may be

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amended, or
any other federal or state or local labor law, civil rights law, or human
rights law and whether or not you are presently aware of the existence of such
claim, damage, action and cause of action, suit or demand; provided, however, that this
Release shall not apply to any claims or rights which you may have arising out
of this Agreement or for unpaid salary or expense reimbursements owed by the
Company to you, and provided, further, that this Release shall
not apply to your eligibility for indemnification in accordance with any
agreement, any insurance policy and applicable laws and the corporate charter
or bylaws of the Company with respect to your employment with or service as an
officer, director or employee of the Company or in any other capacity on behalf
of the Company or its affiliates.  You
also release, discharge and waive any right you may have with respect to the
rights released under this paragraph to recover in any proceeding brought by
any federal, state or local agency against the Released Parties to enforce any
laws.  You agree that the value received
as described in the Agreement shall be in full satisfaction of any and all
claims, actions or causes of action for payment or other benefits of any kind
that you may have against the Released Parties.

You
acknowledge that the Company advised you in writing to consult with an attorney
of your choosing before signing this Release and gave you a period of at least
twenty-one (21) days in which to consider this Release.You further acknowledge that you have, in fact, read this
Release and, knowing and understanding its terms and intent, voluntarily accept
the consideration recited above and sign this Release without duress, coercion,
or undue influence.

You
further acknowledge that this Release shall not become effective earlier than
seven (7) days following the day you sign this Release and that you may revoke
this Release at any time before the seven (7) day period expires (Revocation
Period).  Any such revocation by you
shall cancel any and all undertakings, promises, and obligations of the Company
set forth in the Letter Agreement.  The
Company shall not commence providing you with the consideration provided for in
the Agreement until the Revocation Period has expired.

________________
_______, 200__

________________________________

Subscribed and
sworn to before me
this ______ day of ______________, 200__.

____________________________________Notary Public

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| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3. | Except as
  expressly modified, amended or supplemented by this amendment, all other
  terms and provisions of the Letter Agreement shall remain and continue
  unmodified in full force and effect.

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If
the foregoing accurately reflects your understanding, kindly sign this letter
in the space provided below.

| |                       |                                                   | 
| | --------------------- | ------------------------------------------------- | 
| | Best
  regards,       |                                                  
| |                       |                                                  
| | THESTREET.COM,
  INC. |                                                  
| |                       |                                                  
| | By:                   | /s/ Thomas
  J. Clarke, Jr.                       | 
| |                       |                                                   | 
| |                       | Thomas J.
  Clarke, Jr.
  Chief Executive Officer | 

AGREED &
ACCEPTED:

|                       | 
|---------------------- | 
|/s/ Lisa A.
  Mogensen | 
|                       | 
|Lisa A.
  Mogensen     | 

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