Re: Separation Agreement and Mutual Release (the "Agreement")

On the Effective Date (as defined in Section 8 below), your Employment Agreement dated as of September 13, 2007 as amended on October 24, 2008 (the “Employment Agreement”) shall terminate forever, except for Sections 5 through 9, 13 through 15 and 21 through 26 which shall remain in effect subject to any express modifications as set forth herein.

On and as of the Effective Date, you will relinquish all of your positions as an officer and director and/or manager of the Company and its subsidiaries and your employment with the Company will terminate.  You agree to sign any documents reasonably requested by the Company to confirm or effectuate the foregoing.  From the date hereof until the Effective Date, you will continue to serve as Chief Executive Officer but you shall not be physically present at the Company’s office and shall not take any actions in your capacity as Chief Executive Officer, except as otherwise directed by the Board or requested by Daryl Otte, who will become interim Chief Executive Officer on the Effective Date, and you will refer any inquiries from customers, vendors, investors or employees to Daryl Otte.  For the avoidance of doubt, you acknowledge and agree that the foregoing limitations on your authority and responsibilities will not constitute “good reason” (as defined in the Employment Agreement).  During the period between the Effective Date and March 31, 2009, you will make yourself available, at such times (which may be substantially full-time) and at such places as mutually agreeable to you and Daryl Otte, to assist the Company in the transition of your responsibilities.  During the remainder of the twelve-month period immediately following the Effective Date, you will make yourself reasonably available, consistent with your other personal and professional responsibilities, to promptly respond to questions or to provide information or other assistance reasonably requested by the Company.

The Form 8-K and press release regarding your separation is attached hereto as Appendix A (the “Press Release”).  The Company will issue the Press Release immediately following the filing of Form 10-K and Form 8-K which shall occur no later than 9:00AM on March 13, 2009.  Except as provided in Section 15 below or as required by law including federal securities laws, the parties agree not to make any public statement regarding your separation from employment with the Company beyond the information contained in the Press Release.

Subject to this Agreement becoming effective and subject to your continued compliance with Sections 5, 6 and 7 of the Employment Agreement and the provisions of this Agreement (including without limitation your obligations to provide assistance to the Company under Section 2 hereof after the Effective Date), the Company agrees to pay you or provide to you, as the case may be: (i) salary continuation at the rate of $410,000 per annum for the twelve (12) month period commencing on the Effective Date, which shall be payable in twenty-four (24) semi-monthly installments in accordance with the Company’s normal payroll practices; (ii) the amount of your accrued unpaid salary and accrued unused vacation days (which vacation days total $6,534.87) through the Effective Date, which will be paid on March 31, 2009; (iii) 132,473 shares of the Company’s common stock in full settlement of your RSUs, which will be delivered on the Effective Date and 9,949.27 phantom shares of the Company’s common stock, which will be settled in cash on the Effective Date at the fair market value of the shares on the Effective Date; (iv) continuation for the twelve (12) month period commencing on the Effective Date of individual term life, group life, disability, sickness, hospitalization and accident insurance benefits equivalent to those to which you would have been entitled if you had continued working the Company during such period; and (v) any benefits required to be paid or provided under TheStreet.com, Inc. 401k Savings Plan in accordance with the terms thereof.  For the avoidance of doubt, it is understood and agreed that no amounts are owed to you with respect to any “annual bonus” (as defined in the Employment Agreement) and that no stock-based compensation is owed to you other than the 132,473 shares of the Company’s common stock and 9,949.27 phantom shares of the Company’s common stock described in clause (iii) above and shares of the Company’s common stock deliverable to you upon your exercise of outstanding stock options to the extent hereafter exercised in accordance with the terms of your award agreements.  You acknowledge that any shares of the Company’s common stock issued to you pursuant to this Agreement or otherwise remain subject to applicable federal and state securities laws, and you will consult with your own counsel regarding any transactions involving the Company’s securities.  All amounts payable under this Agreement shall be subject to applicable withholding.

For purposes of assisting you in complying with Section 5 of the Employment Agreement, the Company agrees that you shall have the right to submit a written request to the Company for a determination that an activity in which you propose to engage will not be considered by it to constitute “competition” (as defined in Section 5 of the Employment Agreement).  The Company agrees to respond to such request within ten (10) days of receipt thereof but reserves the right, in its sole and absolute discretion, to approve or reject any such request and in its sole and absolute discretion to impose such conditions on any approval as it sees fit.

In the event that the Company determines in its reasonable judgment that on or after the date hereof and prior to the Effective Date, you have engaged in any act or omission constituting Cause as defined in Section 4(a) of the Employment Agreement which act or omission has not been cured, if curable, within 24 hours following written notification thereof by the Company, this Agreement shall become null and void, and the only obligations that the Company shall have to you are those that are set forth in Section 4(a) of the Employment Agreement.

In consideration of the payments and benefits provided to you under this Agreement and after cons