EDGAR ONLINE INC
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.43
<SEQUENCE>2
<FILENAME>a4775867ex1043.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
                                                                   EXHIBIT 10.43

                              EMPLOYMENT AGREEMENT
                              --------------------

     AGREEMENT made as of the 29th day of November, 2004 (the "Effective Date"),
by and between  EDGAR Online,  Inc.  with its principal  office at 50 Washington
Street, Norwalk, Connecticut ("Company"), and Morton Mackof having an address at
407 East 91st Street, New York, NY 10128 ("Employee").

                              W I T N E S S E T H:

     WHEREAS, the Company operates a financial information business; and

     WHEREAS,  the  Company  desires to employ the  Employee as  Executive  Vice
President  of Sales and to be assured of his  services  as such on the terms and
conditions set forth herein; and

     WHEREAS,  the Employee is willing to accept such  employment  on such terms
and conditions.

     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
hereinafter set forth, the parties agree as follows:

     1. Employment. The Company shall employ the Employee and the Employee shall
serve the Company, upon the terms and conditions hereinafter set forth.

     2.  Term.  The term of the  Employee's  employment  shall  commence  on the
Effective  Date and unless  terminated  earlier or extended  as provided  below,
shall  continue for a period of two years from the Effective  Date (the "Initial
Term").  On each  anniversary date after the expiration of the Initial Term, the
employment  of Employee  shall be renewed and extended for  additional  one year
periods unless either party provides  written notice to the other party,  of his
or its, as the case may be, desire to terminate  this  Agreement at least thirty
(30) days prior to the  renewal  date (such  period,  together  with the Initial
Term, shall be known hereinafter as the "Employment Term").



                                       1
<PAGE>

     3. Duties. During the Employment Term, the Employee shall have such duties,
functions,  authority and responsibilities normally associated with the position
of Executive Vice President of Sales.  During the Employment  Term, the Employee
shall devote his full attention and business time to the business and affairs of
the Company and the Employee will use his best efforts to perform faithfully and
efficiently,  and to discharge the Employee's  responsibilities and duties under
this Agreement. Notwithstanding the foregoing, the Employee may devote such time
to manage his  personal  affairs and to serve on  community,  corporate,  civic,
professional or charitable  boards or committees,  so long as such activities do
not  unreasonably  interfere with the  performance of the Employee's  duties and
responsibilities under this Agreement.

     4.  Compensation and Employee  Benefits.  The Employee's base salary during
the  Employment  Term shall be no less than  $195,000  per year unless  mutually
agreed upon by the parties,  payable in accordance  with the  Company's  payroll
practices  as in effect from time to time.  The  Employee's  base salary will be
reviewed annually by the Company's Board of Directors (the "Board") to determine
whether an increase is warranted or appropriate. The Employee shall also receive
75,000 stock options to purchase the Company's Common Stock at an exercise price
equal to the closing  price of the  Company's  Common Stock on the date that the
Company files a Form 8-K announcing the Employee's  appointment  pursuant to the
terms and  conditions of the Company's 1999 Stock Option Plan. The Employee also
will be entitled to be considered  for awards each year under the Company's then
existing  incentive  bonus program,  which may take into account  individual and
Company-wide  performance,  or such other performance  criteria as the Board may
from time to time apply.



                                       2
<PAGE>

     5. Benefits.  During the Employment Term, the Employee shall have the right
to participate in such health and disability  insurance  plans which the Company
may  provide to its senior  executive  officers  and for which the  Employee  is
eligible (e.g. long term  disability,  life insurance and medical  insurance for
the Employee and his dependents).  During the Employment Term, the Employee will
be entitled  to four weeks of paid  vacation in  accordance  with the  Company's
policy.  Such vacation may be taken in the Employee's  discretion with the prior
approval of the Company,  and at such time or times as are not inconsistent with
the reasonable business needs of the Company.

     6. Business  Expenses.  All  reasonable  travel,  entertainment,  and other
expenses  incident to the performance of the Employee's  duties or the rendering
of  services  incurred  on behalf of the  Company  by the  Employee  during  the
Employment Term shall be paid by the Company.

     7.  Termination.  Notwithstanding  the provisions of Section 2 hereof,  the
Employee's employment with the Company may be earlier terminated as follows:



                                       3
<PAGE>

        (a) By action taken by the Board, the Employee  may  be  discharged  for
cause  (as  defined  below),  effective  as of  such  time  as the  Board  shall
determine.  Upon  discharge of the Employee  pursuant to this Section 7(a),  the
Company shall have no further  obligation or duties to the Employee,  except for
payment of base salary through the effective date of  termination.  The Employee
shall have no further  obligations or duties to the Company,  except as provided
in Section 8.

        (b) In the event of (i) the death of the Employee or (ii) by  action  of
the Board in the event of the inability of the  Employee,  by reason of physical
or mental disability,  to continue substantially to perform his duties hereunder
for an aggregate period of 180 days during the Employment Term, during which 180
day period  salary and any other  benefits  hereunder  shall not be suspended or
diminished. Upon any termination of the Employee's employment under this Section
7(b),  the Company shall have no further  obligations or duties to the Employee,
and the  Employee  shall have no further  obligations  or duties to the Company,
except as provided in Section 8.

        (c) In the event that the Employee's employment  is  terminated  by  the
Company for whatever  reason  (other than pursuant to Items (a) and (b) hereof),
or if the  Company  decides  not to renew the  Agreement  pursuant  to Section 2
hereof,  or if the Company elects not to employ  Employee under any other terms,
the  Company  shall pay to the  Employee,  in  addition  to  accrued  salary and
benefits  payable to the Employee through the date of termination of employment,
a severance  payment equal to the sum of (x) the Employee's then applicable base
salary  and (y) the  average  of the last two year's  cash  bonuses  paid by the
Company to the Employee, if applicable.



                                       4
<PAGE>

        (d) For purposes of this Agreement, the Company shall  have  "cause"  to
terminate the Employee's employment under this Agreement upon (i) the failure by
the Employee to substantially perform his duties under this Agreement except for
those reasons  covered by Section 7(b),  (ii) the  conviction of the Employee in
criminal  misconduct  (including  embezzlement  and  criminal  fraud)  which  is
materially  injurious  to  the  Company,  monetarily  or  otherwise,  (iii)  the
conviction of the Employee of a felony,  or (iv) gross negligence on the part of
the  Employee.  The Company  shall give written  notice to the  Employee,  which
notice shall specify the grounds for the proposed  termination  and the Employee
shall be given thirty (30) days to cure if the grounds  arise under  clauses (i)
or (iv) above.

     8. Confidentiality; Noncompetition; Inventions.

        (a) The Company and the Employee acknowledge that  the  services  to  be
performed by the Employee under this Agreement are unique and extraordinary and,
as a  result  of  such  employment,  the  Employee  will  be  in  possession  of
confidential  information relating to the business practices of the Company. The
term  "confidential  information"  shall mean any and all  information  (oral or
written)  relating  to the  Company  or any of its  affiliates,  or any of their
respective  activities,  other than such  information  which can be shown by the
Employee to be in the public domain (such  information not being deemed to be in



                                       5
<PAGE>

the public  domain  merely  because it is embraced by more  general  information
which is in the  public  domain)  other  than as the  result  of  breach  of the
provisions  of this  Section  8,  including,  but not  limited  to,  information
relating to: trade secrets, proprietary information,  personnel lists, financial
information,  research projects,  services used,  pricing,  customers,  customer
lists and prospects,  product sourcing, marketing and selling and servicing. The
Employee  agrees that he will not,  during his  employment  or subsequent to the
termination of employment, directly or indirectly, use, communicate, disclose or
disseminate  to  any  person,  firm  or  company  any  confidential  information
regarding the clients,  customers or business  practices of the Company acquired
by the Employee  during his  employment  by Company,  without the prior  written
consent of  Company;  provided,  however,  that the  Employee  understands  that
Employee will be prohibited from  misappropriating  any trade secret at any time
during or after the termination of employment.  At no time during the Employment
Term, or thereafter  shall the Employee  directly or  indirectly,  disparage the
commercial, business or financial reputation of the Company.

        (b) In consideration of Company's hiring Employee, the  payment  by  the
Company to the  Employee  as  described  herein and for other good and  valuable
consideration,  the  Employee  hereby  agrees  that he  shall  not,  during  the
Employment  Term and for a period of one (1) year following such employment (the
"Restrictive Period"), directly or indirectly, take any action which constitutes
an  interference  with  or  a  disruption  of  any  of  the  Company's  business
activities.



                                       6
<PAGE>

        (c) For purposes of clarification, but not of limitation,  the  Employee
hereby  acknowledges  and agrees that the provisions of subparagraph  8(b) above
shall serve as a prohibition against him, during the Restrictive Period, from:

        (1) Directly or indirectly,  contacting,  soliciting  or  directing  any
person,  firm, or company to contact or solicit, any of the Company's customers,
prospective  customers,  or  business  partners  for the  purpose  of selling or
attempting to sell, any products and/or services that are the same as or similar
to the products and services provided by the Company to its customers during the
Restrictive Period. In addition,  the Employee will not disclose the identity of
any such business partners,  customers,  or prospective  customers,  or any part
thereof,  to any person,  firm,  company,  association,  or other entity for any
reason or purpose whatsoever; and

        (2) Directly or indirectly,  engaging  or  carrying  on  in  any  manner
(including,  without limitation,  as principal,  shareholder,  partner,  lender,
agent,  employee,  consultant,  or investor (other than a passive  investor with
less than a five  percent  (5%)  interest)  trustee or through the agency of any
company, partnership, limited liability company, or association) in any business
that is in competition with the business of the Company; and

        (3)  Soliciting on his own behalf or on behalf of any other person,  the
services of any person who is an employee of the Company,  and soliciting any of
the Company's employees to terminate employment with the Company.



                                       7
<PAGE>

        (d)  Upon the termination of the Employee's employment  for  any  reason
whatsoever,  all  documents,   records,   notebooks,   equipment,  price  lists,
specifications,  programs,  customer and  prospective  customer  lists and other
materials  which  refer or relate to any aspect of the  business  of the Company
which are in the  possession or under the control of the Employee  including all
copies thereof, shall be promptly returned to the Company.

        (e) Any and all inventions, discoveries, improvements, ideas  and  works
of authorship  (herein referred to as "Intellectual  Property"),  whether or not
patentable,  copyrightable  or  subject  to  other  forms of  protection,  made,
developed,  or created by Employee related to Employee's  employment (whether at
the request or  suggestion  of the  Company or  otherwise,  whether  alone or in
conjunction with others,  and whether during regular hours of work or otherwise)
during the Employment Term shall be the Company's  exclusive property and, after
the termination of Employee's employment,  Employee shall promptly deliver to an
appropriate   representative  of  the  Company  all  electronic  data,  computer
programs,   papers,  drawings,   models  and  other  material  relating  to  any
Intellectual Property made, developed or created by Employee. Employee shall, at
the  request  of the  Company,  whether  during  or after  Employee's  period of
employment,  and  without  pay,  execute a specific  assignment  of title to the
Company and do  anything  else  reasonably  necessary  to protect the  Company's
interests in such  Intellectual  Property and/or to vest in the Company title to
such  Intellectual  Property  anywhere in the world. The expense of securing any
such protection shall be borne by the Company.



                                       8
<PAGE>

        (f) The parties hereto hereby acknowledge and agree that (i) the Company
would be irreparably  injured in the event of a breach by the Employee of any of
his  obligations  under this Section 8, (ii)  monetary  damages  would not be an
adequate remedy for any such breach,  and (iii) the Company shall be entitled to
injunctive  relief,  in addition to any other remedy  which it may have,  in the
event of any such breach. In addition,  the parties agree that the provisions of
this Section 8 shall survive the termination of this Agreement.

        (g) The rights and remedies enumerated in Section 8 shall be independent
of the other,  and shall be  enforceable,  and all of such  rights and  remedies
shall be in  addition  to,  and not in lieu of, any other  rights  and  remedies
available to the Company under law or in equity.

        (h)  If any provision contained  in  this  Section  8  is  found  to  be
unenforceable by reason of the extent,  duration or scope thereof, or otherwise,
then the court  making  such  determination  shall have the right to reduce such
extent,  duration,  scope or other  provision  and in its reduced  form any such
restriction shall thereafter be enforceable as contemplated hereby.

        (i) It is the intent of the parties hereto that the covenants  contained
in this Section 8 shall be enforced to the fullest extent  permissible under the
laws and public  policies of each  jurisdiction  in which  enforcement is sought
(the  Employee  hereby  acknowledging  that  said  restrictions  are  reasonably
necessary for the protection of the Company).  Accordingly,  it is hereby agreed
that if any of the  provisions  of this  Section  8 shall be  adjudicated  to be
invalid or  unenforceable  for any reason  whatsoever,  said provision  shall be
(only with respect to the operation  thereof in the particular  jurisdiction  in
which such  adjudication is made) construed by limiting and reducing it so as to
be enforceable to the extent  permissible,  without  invalidating  the remaining
provisions of this Agreement or affecting the validity or enforceability of said
provision in any other jurisdiction.



                                       9
<PAGE>

     9. Prior  Agreements.  This  Agreement  cancels and  supersedes any and all
prior agreements and  understandings  between the parties hereto  respecting the
employment of Employee by the Company.

     10.  Notices.  All  notices,  requests,  demands  and other  communications
hereunder  shall be in  writing  and shall be  delivered  personally  or sent by
registered  or certified  mail,  return  receipt  requested,  to the other party
hereto at his or its address as set forth in the  beginning  of this  Agreement.
Either  party may change the  address to which  notices,  requests,  demands and
other  communications  hereunder shall be sent by sending written notice of such
change of address to the other party in the manner above provided.

     11.  Assignability  and Binding  Effect.  This Agreement shall inure to the
benefit of and shall be binding upon the executors,  administrators,  successors
and legal  representatives  of Employee and shall inure to the benefit of and be
binding upon the Company and its  successors  and assigns.  The Employee may not
delegate or assign his duties or rights under this Agreement.



                                       10
<PAGE>

     12.  Waiver.  Waiver by either party hereto of any breach or default by the
other  party in respect  of any of the terms and  conditions  of this  Agreement
shall not operate as a waiver of any other breach or default, whether similar to
or different from the breach or default waived.

     13.  Complete  Understanding:  Amendment and  Termination.  This  Agreement
constitutes the complete  understanding  between the parties with respect to the
employment of Employee hereunder and no statement,  representation,  warranty or
covenant has been made by either party with respect  thereto except as expressly
set forth herein.  This  Agreement  shall not be altered,  modified,  amended or
terminated  except by written  instrument  signed by each of the parties  hereto
provided, however, that the waiver by either party hereto of compliance with any
provision  hereof or of any breach or default by the other party  hereto need be
signed only by the party waiving such provision, breach or default.

     14.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts, each of which shall be an original but all of which taken together
shall constitute one and the same Agreement.

     15.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of Connecticut.


     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.

     EDGAR ONLINE, INC.

     By: /s/ Susan Strausberg
             ----------------
     Its: Chief Executive Officer and President
     Date: November 29, 2004

     /s/ Morton Mackof
         -------------
     Morton Mackof
     Date: November 29, 2004



                                       11

</TEXT>
</DOCUMENT>
