EMPLOYMENT AGREEMENT

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

“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 (5 ^th ) 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:

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