THESTREET COM
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ts10k-e10_3a.htm
<TEXT>


<HTML>
<HEAD>
<META NAME="Generator" CONTENT="Microsoft FrontPage 4.0">
<META NAME="DATE" CONTENT="0/0/0">
<TITLE></TITLE>
<META NAME="Generator" CONTENT="Microsoft FrontPage 4.0">
<TITLE></TITLE>
<META NAME="Generator" CONTENT="Microsoft FrontPage 4.0">
<TITLE></TITLE>
<META NAME="Generator" CONTENT="Microsoft FrontPage 4.0">
<META NAME="DATE" CONTENT="0/0/0">
<TITLE></TITLE>
<META NAME="Generator" CONTENT="Microsoft FrontPage 4.0">
<META NAME="DATE" CONTENT="0/0/0">
<TITLE></TITLE>
<META NAME="Generator" CONTENT="Microsoft FrontPage 4.0">
<META NAME="DATE" CONTENT="0/0/0">
<TITLE></TITLE>
<META NAME="Generator" CONTENT="Microsoft FrontPage 4.0">
<META NAME="DATE" CONTENT="0/0/0">
<TITLE></TITLE>
<META NAME="Generator" CONTENT="Microsoft FrontPage 4.0">
<META NAME="DATE" CONTENT="0/0/0">
<TITLE></TITLE>
<META NAME="Generator" CONTENT="Microsoft FrontPage 4.0">
<META NAME="DATE" CONTENT="0/0/0">
<TITLE></TITLE>
</HEAD>
<BODY TEXT="#000000" LINK="#0000ff" VLINK="#551a8b" ALINK="#ff0000" BGCOLOR="#FFFFFF">

<P align="right"><STRONG>Exhibit 10.3(a)</STRONG></P>

<P align="center"><STRONG></STRONG><FONT FACE="Times New Roman" SIZE="-1"><U></U></FONT><U>AMENDED AND RESTATED EMPLOYMENT AGREEMENT</U></P>

<P><FONT SIZE="-1"><U></U></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>AMENDED AND RESTATED EMPLOYMENT
AGREEMENT, dated as of January 1, 2002 (the "Employment Agreement"), by
and betweenTheStreet.com, Inc., a. Delaware corporation (the "Company"), and
James Cramer ("Cramer").</P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>WHEREAS, Cramer has been employed by the Company
pursuant to an employment agreement dated May 7, 1998 (the "Prior
Agreement") as modified as of February 22, 1999;</P>

<P><FONT SIZE="-1"></FONT>WHEREAS, the Company and Cramer wish to supersede the
Prior Agreement with this Employment Agreement (as amended and restated); </P>

<P><FONT FACE="Times New Roman" SIZE="-1"></FONT>WHEREAS, Cramer and Premiere Radio Networks, Inc.
("Premiere") are parties to an agreement dated April 4, 2001 (the "Radio
Agreement"), under which Premiere engaged Cramer to host a syndicated
financial radio program; and</P>

<P><FONT SIZE="-1"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>WHEREAS, Cramer has assigned to the Company certain rights
under the Radio Agreement and the Company assumed certain obligations under
the Radio Agreement, which assignment and assumptions the parties have agreed
to continue in effect in accordance with the terms of this Employment Agreement.</P>

<P><FONT SIZE="-1"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>NOW, THEREFORE, in consideration of the foregoing, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:</P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"><U></U></FONT>Section 1.  	<U>Duties.</U></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>(a)   	The Company hereby appoints Cramer, and Cramer
hereby accepts the appointment, as an outside columnist for the Company, This
Employment Agreement shall be effective from the date hereof and shall expire
on February 21, 2003, unless sooner terminated in accordance with Section 4
hereof (the "Term"). During the Term, except during any week when Cramer is
or) vacation as set forth in Section 2(c) hereof, Cramer will author no fewer than
twelve (12) articles per week intended for publication in TheStreet.com's
publications.  The Company agrees that during the Term, it shall include an
appropriate reference to Cramer (e.g., the current reference to "Cramer's Latest")
on the home page of the web sites for which Cramer writes. In addition, Cramer
agrees to write for such other products as the parties mutually agree during the
Term, including, without limitation, the product known as "Action Alerts PLUS".
During the Term, the Company agrees to provide an assistant for Cramer, who
shall be an employee of the Company, and who shall be subject to all laws, rules,
regulations and policies, including TheStreet.com's Investment Policy (the
"Investment Policy"), as are applicable to employees of the Company, and shall
be located at the Company's offices. For purposes of the Investment Policy,
Cramer's assistant shall be subject to the trading restrictions applicable to
"Editorial Staffers," notwithstanding the fact that such assistant shall perform
only duties associated with the designation of "Business Staffer" under the
Policy.</P>

<P><FONT SIZE="-1"></FONT>(b)   	Cramer agrees to perform faithfully his duties as an
outside columnist pursuant to this Employment Agreement to the best of his
abilities. In connection with the preparation of articles during the Term, Cramer
shall communicate solely with the Company's Editor-in-Chief or his or her
designee. During the Term, Cramer must comply with all laws applicable to the
Company's employees, as well as, to the extent provided herein, the Investment
Policy. For purposes of the Investment Policy, Cramer shall be deemed an
"Outside Columnist" as that term is defined in such Policy, and shall be subject
only to the restrictions in the Policy which pertain to Outside Columnists.
Cramer agrees that he shall be obligated to comply with any provisions of the
Investment Policy which pertain to Outside Columnists, including those
pertaining to disclosure, as they may be implemented or amended from time to
time throughout the Term, provided however that if the Investment Policy and/or
disclosure provisions implemented or amended by the Company during the Term
differ from the Investment Policy in any way which Cramer believes, in his sole
discretion, will have a materially adverse effect on Cramer's outside business
activities, then Cramer shall be entitled to voluntarily resign without Good
Reason as set forth in Section 4(a) hereof, and such resignation shall not be
considered a breach of this Agreement.</P>

<P><FONT SIZE="-1"></FONT>(c)   	Subject to Cramer's personal and professional
availability, and consistent with past practice, during the Term Cramer also
agrees to provide other reasonable services upon reasonable advance notice from
the Company's Editor-in-Chief, including, without limitation, participation in the
Company's interactive chat rooms on its web site and those on any other web-sites established by the Company acting alone or together with a business partner,
and attendance at charitable events or other events at which the Company deems
Cramer's attendance beneficial. The above activities may include streaming audio
to the Company's web site, and any other web-sites established by the Company
acting alone or together with a business partner.  The Company expressly
acknowledges, however, that Cramer shall not be required to perform any of the
services set forth in this Section 2(c) if performance of such services would
interfere with any of Cramer's outside activities.</P>

<P><FONT SIZE="-1"></FONT>(d)   	The Company agrees that Cramer shall render his
services to the Company hereunder on a non-exclusive basis, <U>provided</U> however
that Cramer covenants that during the Term he shall not be under or subject to
any contractual restriction that is inconsistent with the performance of his duties
hereunder. In this regard, without limiting the generality of the foregoing, the
Company acknowledges and agrees that, notwithstanding the services Cramer
shall provide hereunder, Cramer (a) shall be entitled to engage, and will continue
to engage, in other journalistic, writing and media endeavors, including, without
limitation, writing for magazines, television and radio appearances, the writing of
books, and, subject to the restriction in Section 5(a) hereof, various other on-line
media projects, provided that in the event Cramer does accept such engagements,
he shall use reasonable efforts to ensure that the byline for any articles he authors,
and the comparable on air indication for nonprint media, refer to Cramer as a
Market Commentator for the Company; and (b) shall be entitled to engage, and
will continue to engage, in extensive investing and trading in securities, rights
and options relating thereto and contracts in stock indexes, foreign currencies and
financial instruments (collectively, "Securities Activities"). Further, the Company
acknowledges and agrees that Cramer shall be entitled to engage, and will
continue to engage, in Securities Activities on behalf of other persons or entities
(including Cramer and members of his family) and that Cramer's wife may also
engage in extensive Securities Activities.  (All such Securities Activities that
Cramer's wife, Cramer's affiliates or Cramer may engage in from time to time are
collectively referred to herein as the "Relevant Securities Activities.") In
connection with the foregoing, the Company further acknowledges and agrees
that:</P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>(i)	The Relevant Securities Activities will often
involve Cramer's beneficial ownership in and/or trading of securities or other
financial instruments that are the subject of, or otherwise mentioned, referred to
or discussed in, articles written by Cramer for the Company, and that the
Relevant Securities Activities involving such securities or other financial
instruments may occur at any time before or after the publication date of an issue
of any article on TheStreet.com in which such securities or other financial
instruments are mentioned, referred to or otherwise discuss by Cramer in such
article.</P>

<P><FONT SIZE="-1"></FONT>(ii)	Cramer shall not have access to articles written
for the Company by other writers, or information regarding such articles, prior to
publication, except for articles that Cramer is writing or projects in which Cramer
is involved. Furthermore, the Company will endeavor to keep Cramer unaware, in
any and all of his capacities, of the final content or publication schedule of
articles, columns or other writings scheduled for publication on TheStreet.com
that cover or discuss publicly traded securities other than the articles or columns
or other written materials prepared by Cramer for publication in TheStreet.com.</P>

<P><FONT SIZE="-1"></FONT>(iii)	Notwithstanding any policy of the Company to
the contrary, the Relevant Securities Activities, insofar as they are conducted in a
manner that does not violate the express provisions of the Investment Policy and
applicable law, will not be deemed to in any way violate or breach any other
procedures, policies or practices of the Company now or hereafter in effect with
respect to Cramer, including, but not limited to, any other conflict of interest rules
or securities trading policies or other rules or procedures that otherwise may
apply to writers for the Company regarding their right to engage in the trading of
securities or other Relevant Securities Activities, and further, that any such
policies shall not be applicable to Cramer in connection with his services
hereunder.</P>

<P><FONT SIZE="-1"></FONT>(iv)	Provided Cramer is not in material breach of any
of his obligations hereunder, including any obligation under applicable law, and
without limiting the express provisions of this Agreement, the Company
irrevocably waives and releases Cramer, his affiliates and members, of his
immediate family from any duty, fiduciary or otherwise, that Cramer or any of
them may owe, or be deemed to owe, the Company that may in any way prohibit
or limit the Relevant Securities Activities, insofar as they involve the trading
and/or ownership of securities or other financial instruments that are the subject
of or are otherwise referred to or discussed in the articles prepared by Cramer
pursuant to this Agreement, and acknowledges and agrees that such Relevant
Securities Activities do not, and will not, constitute a misappropriation of the
Company's property or a breach of any fiduciary or other duty Cramer may owe
the Company hereunder.</P>

<P><FONT SIZE="-1"></FONT>(v)	The Company warrants and agrees that each of
the articles prepared by Cramer and published by the Company shall provide
appropriate disclosure relating to the Relevant Securities Activities, as set forth in
the Investment Policy.  The Company further agrees that it shall not, without
Cramer's written consent, disclose any information regarding securities positions
provided by Cramer to the Company pursuant to the Investment Policy to anyone
other than the Company's senior management and senior editorial staff or its legal
advisers, on a confidential, "need to know" basis, or as required by any court of
competent jurisdiction or other federal or state governmental or regulatory
authority.</P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>(e)   	The Company agrees, to the extent permitted by
applicable law, to defend, indemnify and hold harmless Cramer against any and
all loss, damage, liability and expense, including, without limitation, reasonable
attorneys' fees, disbursements, court costs, and any amounts paid in settlement
and the costs and expenses of enforcing this Section of this Agreement, which
may be suffered or incurred by Cramer in connection with the provision of his
services hereunder, including, without limitation, any claims, litigations, disputes,
actions, investigations or other matters relating to any securities laws or
regulations, or the violation or alleged violation thereof (the "Securities
Actions"), provided that such loss, damage, liability and expense (i) arises out of
or in connection with the performance by Cramer of his obligations under this
Agreement and (ii) is not the result of any breach by Cramer of his obligations
hereunder, and <U>provided further that</U> with respect to any Securities Actions, the
Company shall be under no obligation to defend, indemnify or hold harmless
Cramer if Cramer has not acted with a reasonable, good faith belief that his
actions were in no way violative of any securities laws or regulations. With
respect thereto, the termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a nolo contendere plea or its equivalent,
shall not, of itself, create a presumption that Cramer did not act with a reasonable,
good faith belief that his actions were in no way violative of any securities laws
or regulations.  Further, to the extent that Cramer has been successful on the
merits or otherwise in defense of any Securities Action, or in defense of any
claim, issue or matter therein, he shall be defended, indemnified and held
harmless by the Company as required herein. Expenses (including reasonable
attorneys' fees, disbursements and court costs) incurred by Cramer in defending
any Securities Action shall be paid by the Company in advance of the final
disposition of such Securities Action upon receipt of an undertaking by or on
behalf of Cramer to repay such amount if it shall ultimately be determined that
Cramer is not entitled to be indemnified by the Company pursuant hereto.</P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"><U></U></FONT>Section 2.  	<U>Compensation.</U></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>(a)   	<U>Salary.</U> During the Term, as compensation for his
services hereunder, the Company shall pay to Cramer a salary of Three Hundred
Sixty Thousand Dollars ($360,000) per annum (the "Annual Salary"), payable in
accordance with the Company's standard payroll policies. All applicable
withholding taxes shall be deducted from such payments.</P>

<P><FONT SIZE="-1"></FONT>(b)   	<U>Stock Options.</U> On May 7, 1998 Cramer was granted a
nonqualified option to purchase 200,000 shares of the Company's common stock,
par value $.01 ("Common Stock") at an exercise price of $.011 per share (the
"Initial Option"), which grant shall remain in effect in accordance with the terms
of the Nonqualified Employee Stock Option Agreement Between TheStreet.com,
Inc. and James Cramer, a copy of which is attached hereto as Exhibit A (the
"Option Agreement"), as well as theTheStreet.com, Inc. 1998 Stock Incentive
Plan, as amended (the "Plan"). In addition, as of February 22, 1999, the Company
granted to Cramer an additional nonqualified option in accordance with the terms
of the Option Agreement and the Plan, which grant shall remain in effect.</P>

<P><FONT FACE="Times New Roman" SIZE="-1"></FONT>(c)   	<U>Vacation:</U> During each year of the Term, Cramer shall be
entitled to four (4) weeks of paid vacation, <U>provided</U> <U>that</U> Cramer shall not take
more than two (2) weeks of vacation consecutively.</P>

<P><FONT SIZE="-1"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>(d)   	<U>Benefits:</U> Cramer shall not be eligible to participate in
any benefit plans provided by the Company.</P>

<P><FONT SIZE="-1"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"><U></U></FONT>Section 3.  	<U>Expense Reimbursement.</U></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>During the Term, Cramer shall have the right to reimbursement,
upon proper accounting, of reasonable expenses and disbursements incurred by
him in the course of his duties hereunder.</P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"><U></U></FONT>Section 4.  	<U>Assignment and Assumption</U>.</P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>(a)	Cramer hereby assigns to the Company, and the
Company hereby accepts assignment, of the following:</P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>	(i)	Cramer's right, title and interest in and to all
compensation payable to Cramer under Sections 4, 5(b), 6 and 9 of the Radio
Agreement; and</P>

<P><FONT SIZE="-1"></FONT>	(ii)	All rights of Cramer under Section 4(d) of the
Radio Agreement to inspect and audit the records of Premiere.</P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>(b)	This assignment shall continue until the date the Radio
Agreement expires or is terminated, unless earlier terminated pursuant to Section
5 hereof.</P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"><U></U></FONT>(c)	The Company hereby assumes and agrees to carry out at
the request of Cramer, all of Cramer's rights and obligations in connection with
inspection and audit of the records of Premiere under Section 4(d) of the Radio
Agreement.</P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>(d)	In addition to the indemnification provided in Section
1(e), The Company agrees, to the extent permitted by applicable law, to defend,
indemnify and hold harmless Cramer against any Loss, including, without
limitation, reasonable attorneys' fees, which may be suffered or incurred by
Cramer in connection with the provision of his services as Artist under the Radio
Agreement, to the extent Cramer is not indemnified by Premiere pursuant to the
Radio Agreement; provided that the Company shall be under no obligation to
defend, indemnify or hold harmless Cramer with respect to any Loss resulting
from  actions by Cramer that are intentionally (x) slanderous, libelous or
defamatory in any manner, (y) violative of any copyright, trade secret, trademark,
right of privacy, right of publicity or any other proprietary right of any third party,
or (z) violative of any law, statute, rule, regulation, ordinance or order.  In any
case in which Cramer is entitled to indemnification by Premiere under the Radio
Agreement, Cramer shall use his reasonable efforts to obtain such
indemnification, and shall keep the Company informed of his efforts in so doing;
however, Cramer's inability to obtain indemnification from Premiere shall not
effect his right to indemnification hereunder.   Cramer shall promptly notify the
Company in writing of any Proceeding for which indemnification is sought,
provided that any failure to so notify the Company will not relieve the Company
from any liability or obligation it may have to Cramer except to the extent of any
material prejudice to the Company resulting from such failure.  If Cramer is
unable to obtain indemnification from Premiere under the Radio Agreement,
Cramer shall, upon the Company's reasonable request, assign to the Company his
right to be indemnified by Premiere.  If any such Proceeding is brought against
Cramer, the Company will be entitled to participate therein and to assume and
control the defense thereof with counsel satisfactory to the Company.  Cramer
shall be obligated to cooperate reasonably with the Company, at the expense of
the Company, in connection with such defense and with the compromise or
settlement of any such Proceeding.  Neither Cramer nor the Company shall settle
or dispose of any Proceeding (other than a settlement or disposition that involves
solely a payment of money damages by the Company and results in a release of
all liability) without the prior written consent of the other, which consent shall not
be unreasonably withheld.</P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"><U></U></FONT>Section 5.  	<U>Employment Termination.</U></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>(a)   	At any time during the Term and except as otherwise
provided in Sections 5(b) and 5(c) hereof, the Company shall only have the right
to terminate this Employment Agreement and Cramer's employment with the
Company hereunder, and to give Cramer notice of such termination as of a date
not earlier than seven (7) days from such notice, because of (i) Cramer's willful
misconduct or gross negligence in the performance of his obligations under this
Employment Agreement, (ii) dishonesty or misappropriation by Cramer relating
to the Company or any of its funds, properties, or other assets, (iii) inexcusable
repeated or prolonged absence from work by Cramer (other that as a result of, or
in connection with, a disability), (iv) any intentional or reckless unauthorized
disclosure by Cramer of confidential or proprietary information of the Company
which is reasonably likely to result in material harm to the Company, (v) a
conviction of Cramer (including entry of a guilty or nolo contendere plea) of a
felony involving fraud, dishonesty, moral turpitude, or involving a violation of
federal or state securities laws, (vi) the entry of an order, judgment or decree, of
any court of competent jurisdiction or any federal or state authority, enjoining
Cramer from violating the federal securities laws, or suspending or otherwise
limiting Cramer's right to act as an Investment adviser, underwriter, broker or
dealer in securities, (vii) a finding by a court of competent jurisdiction in a civil
action or a finding by the Securities and Exchange Commission that Cramer has
violated any federal or state securities law, or (viii) the failure by Cramer to
perform faithfully his duties hereunder or other breach by Cramer of this
Employment Agreement and such failure or breach is not cured, to the extent cure
is possible, by Cramer within thirty days after written notice thereof from the
Company to Cramer (each individually, and all collectively, "Cause").  If this
Employment Agreement and Cramer's employment with the Company hereunder
is terminated for Cause, or if Cramer voluntarily resigns from the Company
without Good Reason, during the Term, the Company shall pay Cramer all earned
but unpaid portions of the Annual Salary through the date of termination, and
following any such termination, Cramer shall not be entitled to receive any other
payment, except as provided for hereunder with respect to any period after such
termination.</P>

<P><FONT SIZE="-1"></FONT>(b)   	This Employment Agreement and Cramer's employment
with the Company hereunder may also be terminated by the Company without
Cause, or by Cramer in the event of a material breach of this Agreement by the
Company, which is not cured, to the extent cure is possible, within thirty days
after written notice thereof from Cramer to the Company (such breach
constituting "Good Reason").  In the event that Cramer's employment with the
Company shall terminate during the Term on account of termination by the
Company without Cause, or by Cramer with Good Reason, then the Company
shall pay Cramer all earned but unpaid portions of the Annual Salary through the
date of termination, and Cramer shall not be entitled to receive any other
payment, except as provided in the Option Agreement, with respect to any period
after such termination.</P>

<P><FONT SIZE="-1"></FONT>(c)   	This Employment Agreement and Cramer's employment
with the Company hereunder shall terminate immediately and automatically on
the death or Disability (as defined below) of Cramer or the liquidation or
dissolution of the Company or other shutdown of the business then conducted by
the Company. If this Employment Agreement and Cramer's employment with the
Company hereunder is terminated on account of Cramer's death or Disability, or
because of a liquidation or dissolution of the Company or other shutdown of the
business then conducted by the Company, during the Term, then the Company
shall pay Cramer all earned but unpaid portions of the Annual Salary through the
date of termination, and following any such termination, neither Cramer, nor his
estate, conservator or designated beneficiary, as the case may be, shall be entitled
to receive any other payment, except as provided in the Option Agreement, with
respect to any period after such termination.</P>

<P><FONT SIZE="-1"></FONT>(d)   	Upon the termination of this Employment Agreement
pursuant to Section 5 hereof, the assignment and assumption set forth in Section
4 shall automatically terminate and all of Cramer's right, title and interest in and
to all compensation payable to Cramer under the Radio Agreement and all other
rights under the Radio Agreement shall revert to Cramer without notice.  In
addition, Cramer may revoke the assignment and assumption set forth in Section
4 and all of Cramer's right, title and interest in and to all compensation payable to
Cramer under the Radio Agreement and all other rights under the Radio
Agreement shall revert to Cramer: </P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>i.     	Upon sixty (60) days written notice to the Company if a
Change of Control of the Company shall have occurred.
For purposes of this Section, a "Change of Control" of
the Company means (x) a merger or consolidation of the
Company with another corporation or other entity where
(1) stockholders of the Company immediately prior to
such merger or consolidation do not beneficially own
following such merger or consolidation shares entitling
such stockholders to more than 50% of all votes to which
all stockholders of the surviving corporation would be
entitled in the election of directors, (2) the members of
the Board of Directors of the Company, immediately
prior to such merger or consolidation, do not,
immediately after such merger or consolidation,
constitute a majority of the board of directors of the
surviving corporation, or (3) where Cramer is no longer a
member of the Board of Directors; or (y) the sale of all or
substantially all of the assets of the Company; or </P>

<P><FONT SIZE="-1"></FONT>ii.     	Immediately following written notice from Cramer in the
event the Company becomes or is declared insolvent or
bankrupt, is the subject of any proceeding related to its
liquidation or insolvency (whether voluntary or
involuntary) which is not dismissed within thirty (30)
calendar days, or makes an assignment for the benefit of
creditors.</P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>(e)   	Upon the termination of this Employment Agreement
pursuant to Section 5 hereof, the Company shall have no further obligations
under this Employment Agreement; provided however that Sections 6, 7, 8, 9, 10,
11, 12, 13, 14, 15, 16, 17, 18, and 19 hereof shall survive and remain in full force
and effect in accordance with their terms.</P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"><U></U></FONT>Section 6.  	<U>Covenant Not to Compete.</U></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>(a)   	Cramer hereby agrees that, during the period from the
Commencement Date through the end of the Tenn, he will not (i) author articles
or columns for any other on-line financial publication that competes directly with
the business of the Company as it is then constituted without first notifying the
Company and securing its consent, which consent shall not be unreasonably
withheld, and (ii) will not act as a lender to, or stockholder, director, principal,
owner, or partner of, any other start-up on-line business that competes directly
with the business of the Company as it is then constituted. The Company
understands and acknowledges that Cramer is a party to agreements pursuant to
which Cramer writes articles for certain print publications, including, without
limitation, New York Magazine (the "Other Publications"), which may
subsequently publish Cramer's articles on-line on their respective web-sites. The
Company agrees that publication of Cramer's articles in the manner set forth in
the preceding sentence shall not constitute a breach of this Section 6.</P>

<P><FONT SIZE="-1"></FONT>(b)   	Cramer hereby agrees that for a period of eighteen (18)
months following the cessation of Cramer's employment with the Company
hereunder, he will not author articles or columns for any other on-line financial
publication that competes directly with the Company without first notifying the
Company and securing its consent, which consent shall not be unreasonably
withheld.</P>

<P><FONT SIZE="-1"></FONT>(c)   	Cramer hereby agrees that, during the period from the
Commencement Date through the end of the first eighteen (18) months after the
cessation of Cramer's employment with the Company hereunder, he will not
solicit for employment, in any business enterprise or activity, any person who was
employed by the Company during the six months prior to the cessation of his
employment.  Notwithstanding the foregoing, Cramer shall be permitted to solicit
for employment Jeannie Cullen Goia and David Peltier free of the restrictions set
forth in this Section 6(c).</P>

<P><FONT SIZE="-1"></FONT>(d)   	The parties acknowledge that the restrictions contained
in this Section 6 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 Cramer in binding himself to any of these restrictions. In the event of a
breach or threatened breach by Cramer of any of these restrictions, the Company
shall be entitled to apply to any court of competent jurisdiction for an injunction
restraining Cramer 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><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"><U></U></FONT>Section 7.  	<U>Confidential Ownership of Articles and Columns.</U></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>(a)   	Except as otherwise provided in this Employment
Agreement, Cramer shall, and shall cause his attorneys, accountants and agents
(collectively, "Agents") to agree to, keep secret and retain in strictest confidence,
any and all confidential information relating to the Company or otherwise not
available to the general public, <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 Cramer or his Agents, or (b) was available
to Cramer or any of his Agents on a non-confidential basis from a third party
having no obligation of confidentiality to the Company, and Cramer shall not, and
shall cause his Agents not to, disclose such confidential information to any
Person other than the Company or its Agents, except as may be required by law
(in which event Cramer shall so notify the other party hereto as promptly as
practicable).</P>

<P><FONT SIZE="-1"></FONT>(b)   	All articles or columns that Cramer authors for the
Company and which are in fact published shall be owned by and belong
exclusively to the Company, and Cramer shall 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 articles or
columns.</P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"><U></U></FONT>Section 8.  	<U>No Third Party Beneficiary.</U></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>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><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"><U></U></FONT>Section 9.  	<U>Withholding of Taxes.</U></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>Any payments to Cramer pursuant to the terms of this
Employment Agreement shall be reduced by such amounts, if any, as are required
to be withheld with respect thereto under all present and future federal, state, and
local tax laws and regulations and other laws and regulations.</P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"><U></U></FONT>Section 10.  	<U>Notices.</U></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>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, with copies to the following:</P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD><FONT SIZE="-1"></FONT><FONT SIZE="-1"></FONT>For the Company:</TD>
<TD><FONT SIZE="-1"></FONT>Kenneth Lefkowitz, Esq.<BR>
Hughes Hubbard &amp; Reed LLP<BR>
One Battery Park Plaza<BR>
New York, New York 10004<FONT FACE="Times New Roman"></FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT SIZE="-1"></FONT>For Cramer:</TD>
<TD><FONT SIZE="-1"></FONT>Charles H. Googe, Jr.<BR>
Paul, Weiss, Rifkind, Wharton &amp; Garrison<BR>
1285 Avenue of the Americas<BR>
New York, New York 10019-6064

<P><FONT SIZE="-1"></FONT> <STRIKE> </STRIKE>                      -and-</P>

<P><FONT SIZE="-1"></FONT>Eric Seiler<BR>
Friedman Kaplan Seiler &amp; Adelman LLP<BR>
875 Third Avenue<BR>
New York, New York 10022<FONT FACE="Times New Roman"></FONT></TD></TR></TABLE>

<P><FONT SIZE="-1"></FONT></P>

<P><FONT SIZE="-1"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>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><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"><U></U></FONT>Section 11.  	<U>Amendment.</U></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>This Employment Agreement may be amended only by a written
agreement signed by the parties hereto.</P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"><U></U></FONT>Section 12.  	<U>Binding Effect.</U></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>This Employment Agreement is not assignable by Cramer. Any
assignment in violation of this Agreement shall be null and void ab initio. None
of Cramer's rights under this Employment Agreement shall be subject to any
encumbrances or the claims of Cramer'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 substantially all of the business and property
of the Company, whether by merger, consolidation, acquisition of all or
substantially all of the assets of the Company or otherwise, including by operation
of law.</P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"><U></U></FONT>Section 13.  	<U>Governing Law.</U></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>This Employment Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without regard to its
conflict of laws provisions.</P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"><U></U></FONT>Section 14.  	<U>Severability.</U></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>If any provision of this Employment Agreement including those
contained in Sections 6 and 7 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 6 and 7 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 went 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><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"><U></U></FONT>Section 15.  	<U>Execution in Counterparts.</U></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>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><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"><U></U></FONT>Section 16.  	<U>Entire Agreement.</U></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>This Employment Agreement sets forth the entire agreement, and
supersedes all prior agreements and understandings, both written and oral,
including the Prior Agreement, between the parties with respect to the subject
matter hereof.</P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"><U></U></FONT>Section 17.  	<U>Titles and Headings.</U></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>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><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"><U></U></FONT>Section 18.  	<U>No Cross-Default.</U></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>No default by Cramer under this Employment Agreement shall
automatically constitute a default under any other agreement with the Company.</P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"><U></U></FONT>Section 19.  	<U>Duty to Mitigate.</U></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>Cramer shall have no duty to mitigate any damages payable by
the Company to Cramer hereunder.</P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"><U></U></FONT>Section 20.  	<U>Consent to Jurisdiction.</U></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>Cramer hereby irrevocably submits to the jurisdiction of any New
York State or Federal court sitting in the City and County 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>

<P><FONT SIZE="-1"></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT SIZE="-1"></FONT>IN WITNESS WHEREOF, the undersigned have executed this
Employment Agreement as of the date first written above.</P>

<blockquote>
  <blockquote>
    <blockquote>
      <blockquote>
        <blockquote>
          <blockquote>

<P align="left"><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman" SIZE="-1"></FONT>THESTREET.COM, INC.<BR>
</P>

<P align="left"><FONT SIZE="-1"></FONT><BR>
By: <U>  /s/ Thomas J. Clarke, Jr.</U><BR>
	Thomas J. Clarke, Jr.<BR>
	Chief Executive Officer<BR>
<BR>
	Address:	14 Wall Street,
15<SUP>th</SUP> Floor<BR>
			New York, NY 10005<BR>
<BR>
	Telephone:  	212-321-5000<BR>
	Telecopy: 	212-321-5013<BR>
	Attention: 	General Counsel<BR>
</P>

<P align="left"><FONT SIZE="-1"></FONT><BR>
<BR>
<U>	/s/ James Cramer		<BR>
</U>		James Cramer<BR>
<BR>
	Address:  	14 Wall Street,
15<SUP>th</SUP> Floor<BR>
			New York, New
York 10005<BR>
<BR>
	Telephone: 	212-321-5228<BR>
	Telecopy: 	212-321-5014</P>

          </blockquote>
        </blockquote>
      </blockquote>
    </blockquote>
  </blockquote>
</blockquote>

</BODY>
</HTML>


</TEXT>
</DOCUMENT>
