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<P align="right"><b>Exhibit 10.5</b></P>

<BR WP="BR1">
<P ALIGN="CENTER"><FONT SIZE="-1"></FONT><U></U><U>EMPLOYMENT AGREEMENT</U></P>

&nbsp;
<P><U></U>		EMPLOYMENT AGREEMENT, dated as of March 1, 2003 (the
"Employment Agreement"), by and between TheStreet.com, Inc., a Delaware
corporation (the "Company" or "TheStreet.com"), and James K. Lonergan
("Lonergan").</P>

<P>		WHEREAS, the Company desires that Lonergan enter into this
Employment Agreement, and Lonergan desires to enter into this Employment
Agreement, on the terms and conditions set forth herein;</P>

<P>		NOW THEREFORE, the parties hereto agree as follows:</P>

<BR WP="BR1"><U>Section 1.</U>  <U>Duties; Term.</U>
<P>		The Company agrees to employ Lonergan, and Lonergan agrees to be
so employed, in the positions of President and Chief Operating Officer, and
Lonergan agrees to perform such duties, functions and responsibilities as are
generally incident to such position, reporting to and subject to the direction of the
Chief Executive Officer, for a period commencing on  March 1, 2003 (the "Commencement Date") and ending on February 28, 2005, unless sooner terminated in
accordance with Section 4 hereof (the "Term").  Lonergan agrees to perform
faithfully the 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.  Lonergan shall be subject to all laws, rules, regulations and
policies as are from time to time applicable to employees of the Company, including
TheStreet.com's Policy on Investments.</P>

<P>		<U>Section 2.</U>  <U>Compensation.</U></P>

<P>		(a)  <U>Annual Salary</U>.  As compensation for his services hereunder, during
the Term the Company shall pay to Lonergan a salary of Two Hundred and Fifty
Thousand Dollars ($250,000) 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 Chief Executive
Officer and the Compensation Committee of the Company's Board of Directors (the
"Board"), taking into consideration both the Company's and Lonergan's performance during the preceding year.</P>

<P>		(b)  <U>Bonus</U>.  Except as set forth in Section 4 hereof, in addition to the
Annual Salary, Lonergan shall be entitled to receive additional bonus compensation,
which may be cash and/or equity compensation, for his employment during calendar
years 2003 and 2004 (the "Annual Bonus") in accordance with the mutually agreed
upon bonus schedule for the management and other significant employees of the Company, which shall be
based upon achievement of the Company's financial goals as determined by the
Compensation Committee. </P>

<P>		(b)  <U>Options</U>.  Lonergan has previously been awarded options to purchase
shares of common stock of the Company under the Company's 1998 Stock Incentive
Plan, as amended (the "Plan") as follows:  (i) 150,000 shares at an exercise price of
$3.25 per share, pursuant to an employee stock option agreement between Lonergan
and the Company (an "Option Agreement") dated February 14, (ii) 100,000 shares
at an exercise price of $1.25 per share, pursuant to an Option Agreement dated July
20, 2001, (iii) 75,000 shares at an exercise price of $1.28 per share, pursuant to an
Option Agreement dated January 1, 2002, and (iv) 40,000 shares at an exercise price
of $2.93 per share, pursuant to an Option Agreement dated January 1, 2002.  In
addition to the Annual Salary and the Annual Bonus, Lonergan may, in the discretion of the Compensation Committee of the Company's Board of Directors, be
granted awards under the Plan on an annual or other basis as compensation for the
performance of his services hereunder.</P>

<P>		<U>Section 3.</U>  <U>Benefits; Expense Reimbursement.</U></P>

<P>		During the Term, Lonergan 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, and Lonergan 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, Lonergan shall be
entitled to three (3) weeks of paid vacation.</P>

<P>		<U>Section 4.</U>  <U>Employment Termination.</U></P>

<P>		(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 Lonergan's employment with the Company
hereunder, upon written notice to Lonergan, in the event Lonergan engages in
conduct which constitutes "Cause."  For purposes of this Employment Agreement,
Cause shall mean (i) Lonergan's willful misconduct or gross negligence in the
performance of his obligations under this Employment Agreement, (ii) dishonesty or
misappropriation by Lonergan relating to the Company or any of its funds, properties, or other assets, (iii) inexcusable repeated or prolonged absence from work by
Lonergan (other than as a result of, or in connection with, a disability), (iv) any
unauthorized disclosure by Lonergan of confidential or proprietary information of
the Company which is reasonably likely to result in material harm to the Company,
(v) a conviction of Lonergan (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) the failure by Lonergan to perform faithfully his duties
hereunder or other breach by Lonergan of this Employment Agreement and such
failure or breach is not cured, to the extent cure is possible, by Lonergan within
thirty (30) days after written notice thereof from the Company to Lonergan.  If this
Employment Agreement and Lonergan's employment with the Company hereunder
is terminated for Cause, or if Lonergan voluntarily resigns from the Company
without Good Reason, during the Term, the Company shall pay Lonergan an amount
equal to all earned but unpaid portions of the Annual Salary and unused vacation
days through the date of termination, and following any such termination, Lonergan
shall not be entitled to receive any other compensation or benefits from the Company hereunder.</P>

<P>		(b)  This Employment Agreement and Lonergan's employment with the
Company hereunder may also be terminated by the Company without Cause, or by
Lonergan 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 Lonergan's functions,
duties, or responsibilities in his positions with the Company as provided in this
Employment Agreement, or (ii) a reduction in the Annual Salary during the Term, or
(iii) the failure of the Company to cure any other material breach of this Employment Agreement, or (iv) the Company's consummation of a sale of all or substantially all of its assets to a third party without requiring such third party to assume the
Company's obligations hereunder, or (v) Lonergan's relocation by the Company or a
successor thereto to a location more than fifty (50) miles from either the Company's
current headquarters or Chatham, New Jersey, <U>provided</U> <U>that</U>, in the case of (i), (ii),
or (iii) above, the Company has failed to cure the event constituting Good Reason
within sixty (60) days following written notice thereof from Lonergan.  In the event
that Lonergan's employment with the Company shall terminate during the Term on
account of termination by the Company without Cause, or by Lonergan with Good
Reason, then the Company shall pay or provide to Lonergan, as his sole and exclusive remedy hereunder, (A) an amount equal to all earned but unpaid portions of the
Annual Salary and unused vacation days through the date of termination, (B) group
life, disability, sickness, hospitalization and accident insurance benefits equivalent
to those to which Lonergan would have been entitled if he had continued working
for the Company for an additional twelve (12) month period, and (C) the Annual
Salary to the same extent to which Lonergan would have been entitled if he had
continued working for the Company for an additional twelve (12) month period, or,
at the Company's option, in a lump sum payment appropriately discounted for the
time value of money at the Treasury bill or note rate.  The benefits continuation and
salary payments provided for in (B) and (C) above shall be contingent upon
Lonergan's continued compliance with Sections 5 and 6 hereof, and shall be reduced
by the corresponding benefits amounts and amounts of cash compensation and any
publicly traded or freely tradable securities compensation (including, without
limitation, securities that will become freely tradable after a restrictive or vesting
period) actually received by Lonergan after the date of termination in connection
with "Replacement Employment" (as defined below).  Lonergan shall make good
faith efforts to obtain Replacement Employment that is similar in duties and
responsibilities to that provided for Lonergan hereunder.  Except as set forth above,
Lonergan shall not be entitled to receive any other compensation or benefits from the
Company hereunder.</P>

<P>		(c)  This Employment Agreement and Lonergan's employment with the
Company hereunder shall terminate immediately and automatically upon (i) the
death or Disability (as defined below) of Lonergan, (ii) the liquidation or dissolution
of the Company or other shutdown of the business then conducted by the Company,
or (iii) the expiration of the Term.  For purposes of this Employment Agreement,
"Disability" shall mean physical or mental incapacity of a nature which prevents
Lonergan, 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 Lonergan's employment with the Company hereunder is terminated
on account of (i) or (ii) above, then the Company shall pay Lonergan, or his estate,
conservator or designated beneficiary, as the case may be, an amount equal to (A) all
earned but unpaid portions of the Annual Salary and unused vacation days through
the date of termination, and following any such termination, neither Lonergan, 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.</P>

<P>		(d)  Upon the termination of this Employment Agreement pursuant to
Section 4 hereof, the Company shall have no further obligations under this Employment Agreement; <U>provided</U>, <U>however</U>, that Sections 5 through 18 hereof shall survive
and remain in full force and effect.</P>

<P></P>

<P>		<U>Section 5.</U>  <U>Non-Competition.</U></P>

<P></P>

<P>		(a)  Lonergan hereby agrees that, during the period from the Commencement Date through the end of the first twelve (12) months after the cessation of
Lonergan's employment with the Company, he will not engage in "Competition"
with the Company.  For purposes of this Agreement, Competition by Lonergan shall
mean Lonergan's engaging in, or otherwise directly or indirectly being employed by
or acting as 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 in connection with the activities of any other business or organization anywhere in the United States which engages in the business of providing original
editorial financial news content over the Internet;<EM> </EM><U>provided</U>, <U>however</U>, that, notwithstanding the foregoing, it shall not be a violation of this Section 5(a) for Lonergan to
become the registered or beneficial owner of up to three percent (3%) of any class of
the capital stock of a competing corporation registered under the Securities Exchange Act of 1934, as amended, provided that Lonergan does not otherwise
participate in the business of such corporation.</P>

<P>		(b)  Lonergan hereby agrees that, during the period from the Commencement Date through the end of the first twelve (12) months after the cessation of
Lonergan'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.</P>

<P>		<U>Section 6.</U>  <U>Confidentiality; Intellectual Property.</U></P>

<P>		(a)  Except as otherwise provided in this Employment Agreement, at all
times during and after the Term, Lonergan shall keep secret and retain in strictest
confidence, any and all confidential information relating to the Company, and shall
use such confidential information only in furtherance of the performance by him of
his duties to the Company and not for personal benefit or the benefit of any interest
adverse to the Company's interests. For purposes of this Agreement, "confidential
information" 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 by
whatever means available at such time, that relates to the Company's current
business or future business contemplated during the Term, products, services and
development, or information received from others that the Company is obligated to
treat as confidential or proprietary (<U>provided</U> <U>that</U> such confidential information shall
not include any information that (a) has become generally available to the public
other than as a result of a disclosure by Lonergan, or (b) was available to or became
known to Lonergan prior to the disclosure of such information on a non-confidential
basis without breach of any duty of confidentiality from any party to the Company),
and Lonergan shall not disclose such confidential information to any Person other
than the Company, except as may be required by law or court or administrative order
(in which event Lonergan shall so notify the Company as promptly as practicable).
Upon termination of the Term for any reason, Lonergan shall return to the Company
all copies, reproductions and summaries of confidential information in his possession and erase the same from all media in his possession, and, if the Company so
requests, shall certify in writing that he has done so. All confidential information is
and shall remain the property of the Company (or, in the case of information that the
Company receives from a third party which it is obligated to treat as confidential,
then the property of such third party).</P>

<P>		(b)  All Intellectual Property (as hereinafter defined) and Technology (as
hereinafter defined) created, developed, obtained or conceived of by Lonergan
during the Term, and all business opportunities presented to Lonergan during the
Term, shall be owned by and belong exclusively to the Company, provided that they
reasonably relate to any of the business of the Company on the date of such creation,
development, obtaining or conception, and Lonergan shall (i) promptly disclose any
such Intellectual 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 of any such Intellectual Property, Technology or business opportunity. For
purposes of this Employment Agreement, (x) the term "Intellectual Property" means
and includes any and all trademarks, trade names, service marks, service names,
patents, copyrights, and applications therefor, and (y) the term "Technology" means
and includes any and all trade secrets, proprietary information, invention, discoveries, know-how, formulae, processes and procedures.</P>

<P>		<U>Section 7.</U>  <U>Covenants Reasonable.</U></P>

<P>		The parties acknowledge that the restrictions contained in Sections 5 and
6 hereof are a reasonable and necessary protection of the immediate interests of the
Company, and any violation of these restrictions would cause substantial injury to
the Company and that the Company would not have entered into this Employment
Agreement, without receiving the additional consideration offered by Lonergan in
binding himself to any of these restrictions. In the event of a breach or threatened
breach by Lonergan of any of these restrictions, the Company shall be entitled to
apply to any court of competent jurisdiction for an injunction restraining Lonergan
from such breach or threatened breach; <U>provided</U> <U>however</U>, that the right to apply for
an injunction shall not be construed as prohibiting the Company from pursuing any
other available remedies for such breach or threatened breach.</P>

<P>		<U>Section 8.</U>  <U>No Third Party Beneficiary.</U></P>

<P>		This Employment Agreement is not intended and shall not be construed
to confer any rights or remedies hereunder upon any Person, other than the parties
hereto or their permitted assigns. "Person" shall mean an individual, corporation,
partnership, limited liability company, limited liability partnership, association, trust
or other unincorporated organization or entity.</P>

<P>		<U>Section 9.</U>  <U>Notices.</U></P>

<P>		Unless otherwise provided herein, any notice, exercise of rights or other
communication required or permitted to be given hereunder shall be in writing and
shall be given by overnight delivery service such as Federal Express, telecopy (or
like transmission) or personal delivery against receipt, or mailed by registered or
certified mail (return receipt requested), to the party to whom it is given at such
party's address set forth below such party's name on the signature page or such other
address as such party may hereafter specify by notice to the other party hereto. Any
notice or other communication shall be deemed to have been given as of the date so
personally delivered or transmitted by telecopy or like transmission or on the next
business day when sent by overnight delivery service.</P>

<P>		<U>Section 10.</U>  <U>Representations.</U></P>

<P>		The Company hereby represents and warrants that the execution and
delivery of this Agreement and the performance by the Company of its obligations
hereunder have been duly authorized by all necessary corporate action of the
Company.</P>

<P>		<U>Section 11.</U>  <U>Amendment.</U></P>

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

<P>		<U>Section 12.</U>  <U>Binding Effect.</U></P>

<P>		This Employment Agreement is not assignable by Lonergan. None of
Lonergan's rights under this Employment Agreement shall be subject to any encumbrances or the claims of Lonergan's creditors. This Employment Agreement shall be
binding 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 of
law, 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 in
writing to assume the obligations of the Company hereunder).</P>

<P>		<U>Section 13.</U>  <U>Governing Law.</U></P>

<P>		This Employment Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York applicable to contracts to
be performed wholly within the state and without regard to its conflict of laws
provisions.</P>

<P>		<U>Section 14.</U>  <U>Severability.</U></P>

<P>		If any provision of this Employment Agreement, including those contained in Sections 5 and 6 hereof, shall for any reason be held invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions
hereof shall not be affected or impaired thereby.  Moreover, if any one or more of the
provisions 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 the
maximum extent allowable by applicable law.  To the extent permitted by applicable
law, each party hereto waives any provision of law that renders any provision of this
Employment Agreement invalid, illegal or unenforceable in any way.</P>

<P>		<U>Section 15.</U>  <U>Execution in Counterparts.</U></P>

<P>		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.</P>

<P>		<U>Section 16.</U>  <U>Entire Agreement.</U></P>

<P>		This Employment Agreement, together with the Option Agreement, sets
forth the entire agreement, and supersedes all prior agreements and understandings,
both written and oral, between the parties with respect to the subject matter hereof
and thereof.</P>

<P>		<U>Section 17.</U>  <U>Titles and Headings.</U></P>

<P>		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 of
any of the provisions of this Employment Agreement. </P>

<P>		<U>Section 18.</U>  <U>Conflicts of Interest.</U></P>

<P>		Lonergan specifically covenants, warrants and represents to the Company
that he has the full, complete and entire right and authority to enter into this Employment Agreement, that he has no agreement, duty, commitment or responsibility
of any kind or nature whatsoever with any corporation, partnership, firm, company,
joint venture or other entity or other Person which would conflict in any manner
whatsoever with any of his duties, obligations or responsibilities to the Company
pursuant 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 proprietary
nature 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 his
duties, obligations and responsibilities to the Company pursuant to this Employment
Agreement.</P>

<P>		<U>Section 19.</U>  <U>Consent to Jurisdiction.</U></P>

<P>		Lonergan hereby irrevocably submits to the jurisdiction of any New York
State or Federal court sitting in the City of New York in any action or proceeding to
enforce the provisions of this Agreement, and waives the defense of inconvenient
forum to the maintenance of any such action or proceeding.</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">[END OF TEXT]</P>

<P>		IN WITNESS WHEREOF, the undersigned have executed this Employment Agreement as of the date first written above.</P>

&nbsp;
<blockquote>
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<P style="line-height: 100%; margin-top: 0; margin-bottom: 0">						<U>/s/ James K. Lonergan</U></P>

<P style="line-height: 100%; margin-top: 0; margin-bottom: 0">James K. Lonergan</P>

<P style="line-height: 100%; margin-top: 0; margin-bottom: 0">22 Edgewood Road</P>

<P style="line-height: 100%; margin-top: 0; margin-bottom: 0">Chatham, NJ 07928</P>

<p style="line-height: 100%; margin-top: 0; margin-bottom: 0">

          <BR WP="BR2">
<P style="line-height: 100%; margin-top: 0; margin-bottom: 0">THESTREET.COM, INC.</P>

<p style="line-height: 100%; margin-top: 0; margin-bottom: 0">&nbsp;
<P style="line-height: 100%; margin-top: 0; margin-bottom: 0">						By: <U> /s/ Thomas J. Clarke, Jr.</U></P>

<P style="line-height: 100%; margin-top: 0; margin-bottom: 0">Name:  Thomas J. Clarke, Jr.</P>

<P style="line-height: 100%; margin-top: 0; margin-bottom: 0">Title:  Chief Executive Officer</P>

<P style="line-height: 100%; margin-top: 0; margin-bottom: 0">&nbsp;</P>

<P style="line-height: 100%; margin-top: 0; margin-bottom: 0">Address:	14 Wall Street</P>

<P style="line-height: 100%; margin-top: 0; margin-bottom: 0">		15<SUP>th</SUP> Floor</P>

<P style="line-height: 100%; margin-top: 0; margin-bottom: 0">New York, NY 10005</P>

<P style="line-height: 100%; margin-top: 0; margin-bottom: 0">Telephone No.: (212) 321-5000</P>

<P style="line-height: 100%; margin-top: 0; margin-bottom: 0">Fax No.: (212) 321-5014</P>

        </blockquote>
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