EXHIBIT
      10.1

    


    

    


    September
      27, 2007

    


    Ms.
      Janet
      Scardino

    


    Re:
      Offer
      of Employment

    


    Dear
      Janet:

    


    It
      gives
      me great pleasure to confirm our offer for you to join The Knot, Inc. as
President
      and Chief Marketing Officer,
      reporting solely and directly to the Chief Executive Officer. Your appointment
      to these positions is subject to the approval of the Company’s Board of
      Directors and your commencement of employment will be the later of October
      8,
      2007 or the date of such Board approval. Upon your appointment by the Board,
      you
      will be designated as an executive officer of the Company, and will serve
      together with the other officers designated as such by the Board (presently,
      the
      Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and
      Chief Technology Officer). Your powers and duties as President will be as set
      forth in the Company’s by-laws.

     

    Please
      understand that this offer is conditional upon our completion of customary
      background checks, your signing of the annexed non-disclosure, non-competition
      and non-solicitation agreement, as well as your compliance with the U.S.
      Citizenship and Immigration Services regulations requiring the establishment
      of
      your identity and right to work in the United States.

     

    Compensation
      Terms

     

    If
      you
      commence employment with The Knot, your compensation package would consist
      of
      the following terms. These terms are subject to the approval of the Compensation
      Committee of the Board of Directors, upon the recommendation of the Company’s
      management.

     

    Base
      Salary

     

    Your
      annualized salary rate is $300,000, which will be paid semi-monthly, on the
      15th
      and on the last workday of the month. Salary will be reviewed no less frequently
      than annually for purposes of potential increase.

     

    Incentive
      Bonus

     

    You
      will
      be eligible to earn an annual cash incentive bonus with respect to 2008 and
      future years, expressed as a percentage of base salary. Your target and maximum
      bonus opportunities will be set by the Compensation Committee. The amount of
      your actual bonus will be determined according to your achievement of certain
      performance criteria established by the Compensation Committee. The incentive
      bonus will be conditioned upon the other terms and conditions of the incentive
      compensation program for executive officers, as may be in effect from time
      to
      time, and is payable following the completion of The Knot’s annual audit. The
      incentive bonus is not guaranteed and is completely discretionary; you may
      receive an incentive bonus in one year but not the next.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    For
      the
      year ending December 31, 2007, you will be guaranteed to receive a bonus of
      no
      less than $25,000, payable at the same time as incentive bonuses are paid to
      the
      other executive officers.

     

    Restricted
      Stock Grant

     

    You
      will
      receive a restricted stock grant of 50,000 shares, which will vest over a
      four-year term, with the first 25% of the grant vesting on the first anniversary
      of the grant, and the balance of the grant vesting in equal monthly installments
      thereafter. The restricted stock grant will be made as soon as possible
      following the commencement of your employment, and will be subject to the
      standard terms and conditions of The Knot’s 1999 Stock Incentive Plan and a
      restricted stock agreement between you and The Knot. Your restricted stock
      agreement will provide that
      if
The
      Knot
      is acquired by merger, asset sale or sale of more than 50% of its voting
      securities by the stockholders (in each case in accordance with the definition
      of “change in control” under the Stock Incentive Plan), in addition to those
      shares of restricted stock that have previously vested before such change in
      control in accordance with the regular vesting schedule, an amount of shares
      of
      restricted stock shall vest upon such event equal to the greater of (1) the
      shares of restricted stock that would otherwise have vested during the one
      year
      period following the change in control, and (2) 50% of the shares of restricted
      stock that are not vested on the date of the change in control.

     

    Other
      Compensation

     

    You
      will
      be eligible to participate in future incentive compensation programs for
      executive officers, if and when such programs are established by the
      Compensation Committee of the Board of Directors, at a level commensurate with
      your position at the time awards are granted and on the same general terms
      and
      conditions as apply to the other executive officers of the Company. Without
      limiting the foregoing, your participation in future equity grant programs
      made
      available to executive officers will not be reduced as compared to other
      executive officers because of your restricted stock grant made pursuant to
      this
      letter. In addition, in no event will the terms of equity awards granted to
      you
      (including your restricted stock grant made pursuant to this letter) with
      respect to accelerated vesting upon a “change in control” be less favorable than
      the terms made available to any other executive officer, and the Company will
      cause any award to be modified if and as necessary to carry out this
      provision.

     

    Severance

     

    If
      your
      employment is involuntarily terminated without cause by The Knot or a successor
      entity, or if you resign for “Good Reason,” you shall receive a lump-sum payment
      equal to your annualized base salary, at your rate of pay in effect immediately
      prior to such termination or resignation, and for 12 months after such
      termination or resignation receive all benefits (other than vesting of any
      equity award) that were associated with your employment immediately prior to
      such termination or resignation (to the extent and at such levels that these
      benefits remain available to employees of The Knot generally during such
      12-month period). The Company shall pay the lump-sum payment in connection
      with
      an involuntary termination without cause upon such termination, and the lump-sum
      payment in connection with a Good Reason resignation within 10 business days
      of
      your written notice to the Company of such resignation.

     

    An
      involuntary termination “without cause” shall mean a termination of employment
      other than for death, disability, termination for cause or any resignation
      by
      you other than a resignation for Good Reason. “Cause” shall mean (1) your
      material failure to perform the principal elements of your duties to The Knot
      or
      any of its subsidiaries, which failure is not cured within 20 days following
      written notice to you specifying the conduct to be cured, (2) your conviction
      of, or plea of nolo contendere to, a felony (regardless of the nature of the
      felony) or any other crime involving dishonesty, fraud, or moral turpitude,
      (3)
      your gross negligence or willful misconduct (including but not limited to acts
      of fraud, criminal activity or professional misconduct) in connection with
      the
      performance of your duties and responsibilities to The Knot or any of its
      subsidiaries, (4) your failure to substantially comply with the rules and
      policies of The Knot or any of its subsidiaries governing employee conduct
      or
      with the lawful directives of the Board of Directors of The Knot, or (5) your
      breach of any non-disclosure, non-solicitation, non-competition or other
      restrictive covenant obligations to The Knot or any of its subsidiaries. “Good
      Reason” shall mean (1) any reduction of your base salary, (2) the relocation of
      your principal place of business outside of New York City, or (3) the material
      diminution of your responsibilities or authority, any reduction of your title
      or
      any change in the reporting structure set forth in the first paragraph
      hereof.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Benefits
      and Other Terms

     

    Benefits

     

    You
      will
      be eligible to participate in The Knot benefits program starting with the first
      of the month following 60 days of employment, on terms equivalent to those
      for
      other executive officers. You will be eligible to participate in our 401(k)
      plan
      after completion of one (1) year of service and our Employee Stock Purchase
      Plan
      after completion of five (5) months of service. A full description of your
      benefits is contained in official plan documents that will be available to
      you.
      Please be advised that this letter describes policies and benefits currently
      available and that The Knot reserves the right to amend, change and terminate
      its policies, programs and employee benefit plans at any time during your
      employment.

     

    At-Will
      Employment

     

    Please
      understand that, if employed by The Knot in this position, your employment
      will
      be “at will,” meaning that either you or The Knot may terminate the relationship
      at any time, with or without cause or notice. Please also note that The Knot
      reserves the right to revise, supplement, or rescind any of its policies,
      practices, and procedures (including those described in the Employee Handbook)
      as it deems appropriate in its sole and absolute discretion.

     

    No
      Violation of Contract

     

    By
      accepting this offer of employment, you represent and warrant that you are
      honoring all of the provisions of any agreement between you and any current
      or
      former employer (including all provisions that remain in effect after your
      employment is terminated), and that your acceptance of employment with The
      Knot
      is not a violation of any agreement with any third party under which you incur
      any obligations that conflict with or will otherwise prevent you from performing
      your obligations with The Knot. Additionally, please be advised that it is
      The
      Knot’s corporate policy not to obtain or use any confidential information,
      proprietary information or trade secrets of its competitors or others, unless
      it
      is properly obtained from sources permitted to disclose such information. By
      signing this letter below, you are acknowledging that you have been advised
      of
      this policy and that you accept and will abide by this policy. It is not our
      intention or desire to make use of any proprietary information to which you
      may
      have had access during your previous employment. You are being hired to apply
      for The Knot, and are expected to apply for The Knot, only the general,
      non-trade secret skills and knowledge that you have developed throughout your
      career and that you are free to use under all applicable federal and state
      laws.
      In the event that you are in possession of any confidential non-public
      information by virtue of your prior employment, you further agree that you
      will
      not engage and have not engaged in any activity that is inconsistent with the
      rights of such prior employer which could subject The Knot, its parent companies
      and affiliates or any of its employees to liability.

     

    


    * 
* 
* 
* 
*

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Janet,
      we
      look forward to your joining The Knot! Please indicate your acceptance of this
      offer by responding via email and then mailing the original signed and dated
      version of this letter to Director of Human Resources, at The Knot, Inc., 462
      Broadway, 6th Floor, New York, NY 10013. We hope we will have a mutually
      rewarding association. If you have any questions regarding this offer, please
      call me at (212) 219-8555.

     

    Sincerely,

    


    /s/
      DAVID
      LIU

    


    David
      Liu

    Chief
      Executive Officer

    


    


    By
      signing, dating and returning this letter, you accept our offer of
      employment.

    


    


    
      	/s/
              JANET SCARDINO	9/28/07
	Janet Scardino	Date