AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 19, 1999

REGISTRATION NO. 333-72799


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


THESTREET.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                    7374                                  06-15150824
(STATE OR OTHER JURISDICTION OF             (PRIMARY STANDARD INDUSTRIAL                    (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)               CLASSIFICATION CODE NO.)                    IDENTIFICATION NO.)


TWO RECTOR STREET
NEW YORK, NEW YORK 10006
(212) 271-4004
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) KEVIN W. ENGLISH
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
THESTREET.COM, INC.
TWO RECTOR STREET
NEW YORK, NEW YORK 10006
(212) 271-4004
(800) 562-9571
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

Copies To:

        DAVID J. GOLDSCHMIDT, ESQ.                                       ALEXANDER D. LYNCH, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP                                 ALAN P. BLAUSTEIN, ESQ.
             919 THIRD AVENUE                                        BROBECK, PHLEGER & HARRISON LLP
         NEW YORK, NEW YORK 10022                                       1633 BROADWAY, 47TH FLOOR
             (212) 735-3000                                              NEW YORK, NEW YORK 10019
                                                                             (212) 581-1600


APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as

practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. / /

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act, check the following box. / /

CALCULATION OF REGISTRATION FEE

                       TITLE OF EACH CLASS                               PROPOSED MAXIMUM                 AMOUNT OF
                  OF SECURITIES TO BE REGISTERED                    AGGREGATE OFFERING PRICE(1)       REGISTRATION FEE
Common Stock, par value $.01 per share (including the associated
Rights to purchase Series A Junior Participating Stock)(2)........  $82,225,000                  $22,859(3)

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act of 1933.

(2) The Rights to purchase shares of our Series A Junior Participating Preferred Stock initially are attached to and trade with the shares of our common stock being registered hereby. Value attributed to such Rights, if any, is reflected in the market price of our common stock.

(3) $20,850 of the registration fees has previously been paid.


THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.



The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek to offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated April 19, 1999

5,500,000 Shares

[LOGO]

Common Stock


This is an initial public offering of shares of common stock of TheStreet.com, Inc. All of the 5,500,000 shares of common stock are being sold by the TheStreet.com, Inc.

Prior to this offering, there has been no public market for the common stock. It is currently estimated that the initial public offering price per share will be between $11 and $13. The common stock has been approved for quotation on the Nasdaq National Market under the symbol "TSCM".

See "Risk Factors" beginning on page 6 to read about certain factors you should consider before buying shares of the common stock.


NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


                                                                              Per Share             Total
                                                                          ------------------  ------------------
Initial public offering price...........................................          $                   $
Underwriting discounts..................................................          $                   $
Proceeds, before expenses, to TheStreet.com.............................          $                   $

The underwriters may, under certain circumstances, purchase up to an additional 741,667 shares from TheStreet.com and up to an additional 83,333 shares from Kevin English, TheStreet.com's Chairman of the Board, Chief Executive Officer and President, at the initial public offering price less the underwriting discount. TheStreet.com will not receive any of the proceeds from the sale of the shares being sold by Mr. English.


The underwriters expect to deliver the shares against payment in New York, New York on , 1999.

Goldman, Sachs & Co.

Hambrecht & Quist
Thomas Weisel Partners LLC


Prospectus dated , 1999.


OUTSIDE PORTION OF GATEFOLD

Title text reading "TheStreet.com" (centered at top of page)

I. Six photos of the company's editors and reporters at work (diagonal across page from top left to bottom right)

II. Text:

TheStreet.com is a leading web-based provider of original, timely, comprehensive and trustworthy financial news, commentary and information aimed at helping readers make informed investment decisions (bottom left of page)

III. Screenprint--Full-length screenprint of front page of TheStreet.com web site (right side of page)

GATEFOLD

Title text reading "TheStreet.com" (top left-hand corner of gatefold)

I. Screenprint--Snapshot of TheStreet.com web site stock quote function in the "Tools of the Trade" section (bottom right hand corner of screenprint overlayed by II below) (upper left-hand corner of gatefold)

II. Photograph of Brenda Buttner with the following text (upper left-hand corner of gatefold):

<Brenda Buttner>
Contributing Editor

III. Screenprint--Snapshot of TheStreet.com web site "Herb on the Street" column by Herb Greenberg (bottom left-hand corner of screenprint overlayed by IV below) (bottom left-hand corner of gatefold)

IV. Photograph of Herb Greenberg with the following text (bottom left-hand corner of gatefold):

<Herb Greenberg>
Senior Columnist

V. Screenprint--Snapshot of TheStreet.com web site "Tech Stocks" section
(overlayed by VI below) (upper center of gatefold)

VI. Screenprint--Snapshot of TheStreet.com web site "Basics" section (center of gatefold)

VII. Photograph of the newsroom of TheStreet.com overlayed in the center by TheStreet.com logo (bottom center of gatefold)

VIII. Photograph of James J. Cramer with the following text (top right-hand corner of gatefold):

<James J. Cramer>
Contributing Editor and Co-Founder

IX. Screenprint--Snapshot of TheStreet.com web site "WRONG! Rear Echelon Revelations" column by James J. Cramer (overlayed by VIII above) (top right-hand corner of gatefold)

X. Photograph of Dave Kansas with the following text (bottom right-hand corner of gatefold):

<Dave Kansas>
Editor-in-Chief

XI. Text (vertical column along far right of the gatefold):

TheStreet.com combines the most important qualities of traditional print journalism--accuracy, intelligence, fairness and wit--with the web's advantages as a financial news medium--timeliness, interactivity and global distribution.

Our journalists produce quality news coverage and in-depth analysis in a real-time, interactive medium ideally suited to the needs of today's investors.

Our editorial staff consists of more than 50 professional reporters and editors who, together with two dozen outside contributors throughout the world, produce approximately 40 original news, analysis and commentary pieces each business day.

Our financially oriented readers constitute an upscale demographic that is desirable to financial services and luxury goods advertisers.

2

PROSPECTUS SUMMARY

You should read the following summary together with the more detailed information about our company and the common stock being sold in this offering and our financial statements and the notes to those statements included elsewhere in this prospectus.

THESTREET.COM

TheStreet.com is a leading web-based provider of original, timely, comprehensive and trustworthy financial news, commentary and information aimed at helping readers make informed investment decisions. TheStreet.com combines the most important qualities of traditional print journalism--accuracy, intelligence, fairness and wit--with the web's advantages as a financial news medium--timeliness, interactivity and global distribution. With a staff of more than 50 professional reporters and editors, together with two dozen outside contributors, we update our site with approximately 40 original stories throughout each business day and with many additional features on weekends. Trained at the nation's leading financial news organizations, our journalists produce quality news coverage and in-depth analysis in a real-time, interactive medium ideally suited to the needs of today's investors. We have developed a community of loyal readers who turn to TheStreet.com for their financial and investing news and information needs. During 1998, our subscriber base grew more than 380% to approximately 32,000 at the end of the year; as of March 31, 1999, we had over 51,000 subscribers. We derive our revenues primarily from sales of subscriptions to our web site and from sales of advertising targeted to our desirable reader demographic.

In recent years, individuals have been taking greater control of their investments. The web has facilitated this behavioral shift by providing investors with easy access to information that was once generally available only to investment professionals. According to International Data Corporation, an independent market research firm, the number of online brokerage accounts in the United States is expected to grow from 3.5 million at the end of 1997 to 24 million at the end of 2002, with online brokers expected to manage over $1.5 trillion in assets by the end of 2002. Increasingly, this growing group of self-directed investors is seeking timely, comprehensive and trustworthy financial news and information that can help them make informed investing decisions.
At TheStreet.com, we aim to meet the increasing demands of today's investors by providing a broad range of original financial news and in-depth anaylsis through a real-time, interactive medium. Our objective is to establish TheStreet.com as the leading and most comprehensive financial news and information destination for investors. We aim to further develop a community of loyal readers in order to build our subscription base and attract advertisers. Our strategy includes the following key elements:
o expand our web site as a comprehensive financial news and information destination;
o leverage our content to maximize revenue across a diverse customer base;
o capitalize on reader demographics desirable to advertisers;
o leverage strategic partnerships; and
o build brand awareness of TheStreet.com and our writers.

In February 1999, The New York Times Company made an investment for a minority equity stake in TheStreet.com. Recently, we entered into memoranda of understanding with The New York Times Electronic Media Company under which we have agreed to the following proposals:

o Promotion of our web site by The New York Times to registered users of its web site;

o Indexing of our headlines on the Business section of The New York Times web site and indexing of headlines from the Business section of The New York Times web site on our web site;

o Licensing our investment tools to The New York Times; and

o Creating a jointly owned newsroom to provide continuous coverage of business news.

In April 1999, we entered into a memorandum of understanding with News America Incorporated under which:

o News America will purchase $7.5 million of the common stock to be sold in this offering at a price per share equal to the initial public offering price;

3

o We will enter into an advertising agreement with News America under which we will agree to advertise on the media properties of News America and its affiliates, including Fox Entertainment Group, Inc.; and

o We will enter into a cablecast agreement with Fox News Network L.L.C. under which TheStreet.com and Fox News Network will co-produce a television show featuring TheStreet.com's brand name, editorial staff and outside contributors to be cablecast on Fox News Channel.

Our principal executive offices are located at Two Rector Street, 14th Floor, New York, New York 10006. Our telephone number at that location is (800) 562-9571. Our web site is www.thestreet.com. The information contained on our web site is not incorporated by reference into this prospectus.

Unless otherwise indicated, all information in this prospectus
(i) reflects the conversion of all outstanding shares of our convertible preferred stock and accumulated dividends as of March 31, 1999, into an aggregate of 4,406,129 shares of common stock upon the completion of this offering, assuming that the initial public offering price is $12.00 per share; and (ii) assumes no underwriters' exercise of the over-allotment option. See "Description of Capital Stock" and "Underwriting".

THE OFFERING

The following information assumes that the underwriters do not exercise the option granted by us to purchase additional shares in this offering. The following information excludes shares of common stock issuable upon exercise of options, which vest over certain periods of time, outstanding as of the date of this prospectus. See "Underwriting".

Common stock offered by TheStreet.com.............................  5,500,000 shares

Common stock to be outstanding after the offering.................  25,075,037 shares(1)

Nasdaq National Market symbol.....................................  "TSCM"
Use of proceeds...................................................  To provide working capital to develop new
                                                                    products and expand internationally, to fund
                                                                    general corporate purposes and to create a
                                                                    public market for our common stock.


(1) Based on the number of shares actually outstanding as of March 31, 1999, including 4,406,129 shares issuable upon the conversion of all our outstanding convertible preferred stock and accumulated dividends and excludes (i) shares subject to outstanding options or reserved for issuance under our amended and restated 1998 stock incentive plan and (ii) the exercise of the over-allotment option.

4

SUMMARY FINANCIAL DATA

The following table summarizes our statement of operations. The share information gives effect to the conversion of our business from a limited liability company into a C corporation at the beginning of each period indicated. See our financial statements and the notes to those statements included elsewhere in this prospectus.

                                                                    JUNE 18, 1996
                                                                    (INCEPTION)
                                                                      THROUGH          YEAR ENDED      YEAR ENDED
                                                                    DECEMBER 31,       DECEMBER 31,    DECEMBER 31,
                                                                       1996               1997            1998
                                                                    ---------------    ------------    ------------
                                                                         (IN THOUSANDS, EXCEPT PER SHARE DATA)
STATEMENT OF OPERATIONS DATA:
  Net revenues...................................................       $    --          $    589        $  4,623
  Gross profit (loss)............................................          (298)             (558)            668
  Loss from operations...........................................        (1,712)           (5,359)        (16,131)
  Net loss.......................................................       $(1,733)         $ (5,764)       $(16,358)
                                                                        -------          --------        --------
                                                                        -------          --------        --------
Pro forma basic and diluted net loss per share...................       $ (0.28)         $  (0.95)       $  (1.65)
                                                                        -------          --------        --------
                                                                        -------          --------        --------
Pro forma weighted average basic and diluted
  shares outstanding (1).........................................         6,086             6,086           9,923
                                                                        -------          --------        --------
                                                                        -------          --------        --------


(1) The pro forma weighted average shares outstanding give effect to the conversion of all of our outstanding convertible preferred stock and accumulated dividends as of December 31, 1998, into an aggregate of 3,998,505 shares of common stock as of December 31, 1998.

The following table is a summary of our balance sheet as of December 31, 1998, (i) on an actual basis and (ii) on an as adjusted basis to reflect the conversion of all outstanding shares of our convertible preferred stock and accumulated dividends into shares of common stock and to give effect to the sale of the 5,500,000 shares of common stock offered by this prospectus at an assumed initial public offering price of $12.00 per share and after deducting estimated underwriting discounts and commissions and estimated offering expenses. See "Use of Proceeds" and "Capitalization".

                                                                                             DECEMBER 31, 1998
                                                                                           ----------------------
                                                                                           ACTUAL     AS ADJUSTED
                                                                                           -------    -----------
                                                                                               (IN THOUSANDS)
BALANCE SHEET DATA:
  Cash and cash equivalents.............................................................   $24,612      $83,592
  Working capital.......................................................................    22,918       81,898
  Total assets..........................................................................    27,581       86,561
  Redeemable convertible preferred stock................................................    21,107           --
  Total stockholders' equity............................................................     2,417       82,504

5

RISK FACTORS

You should carefully consider the following risks before making an investment decision. The risks described below are all the material risks facing TheStreet.com. We may also face some non-material risks which we have not discussed in the following description of our risk factors. If any of the following risks occur, our business, results of operations or financial condition could be materially adversely affected.

RISKS RELATED TO OUR BUSINESS

OUR LIMITED OPERATING HISTORY MAKES EVALUATING OUR BUSINESS DIFFICULT

We commenced operations in June 1996 and launched our web site in November 1996. Accordingly, we have only a limited operating history upon which you can evaluate our business and prospects. An investor in our common stock must consider the risks, expenses and difficulties frequently encountered by early stage companies in new and rapidly evolving markets, including web-based financial news and information companies. See "Management's Discussion and Analysis of Financial Condition and Results of Operations".

WE HAVE A HISTORY OF LOSSES AND WE ANTICIPATE LOSSES WILL CONTINUE

As of December 31, 1998, we had an accumulated deficit of $12.5 million that represented our cumulative loss from May 7, 1998, which was the date we converted to a C corporation. We have not achieved profitability and expect to continue to incur net losses in 1999 and subsequent fiscal periods. We expect to continue to incur significant operating expenses and, as a result, will need to generate significant revenues to achieve profitability, which may not occur. Even if we do achieve profitability, we may be unable to sustain or increase profitability on a quarterly or annual basis in the future. See "Selected Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations".

IF WE ARE UNABLE TO ATTRACT OR RETAIN QUALIFIED EDITORIAL STAFF AND OUTSIDE CONTRIBUTORS, OUR BUSINESS COULD BE HARMED.

Our future success depends substantially upon the continued efforts of our editorial staff and outside contributors to produce original, timely, comprehensive and trustworthy content. Only a few of our writers are bound by employment agreements. Competition for financial journalists is intense, and we may not be able to retain existing or attract additional highly qualified writers in the future. If we lose the services of a significant number of our editorial staff and outside contributors or are unable to continue to attract additional writers with appropriate qualifications, our business, results of operations and financial condition could be materially adversely affected.

In addition, we believe that some of our writers, including Mr. James J. Cramer and Mr. Herb Greenberg, have a large and loyal following among our readers. Mr. Cramer has an employment agreement with us that terminates in February 2003. Mr. Greenberg has an employment agreement with us that terminates in March 2001. If we lose the services of prominent members of our editorial staff, including Mr. Greenberg, or popular outside contributors, including Mr. Cramer, a significant number of our subscribers may not renew their subscriptions or the number of our readers may decrease. A significant reduction in the number of our subscribers or readers could materially adversely affect our business, results of operations and financial condition.

INTENSE COMPETITION COULD REDUCE OUR MARKET SHARE AND HARM OUR FINANCIAL PERFORMANCE

An increasing number of financial news and information sources compete for consumers' and advertisers' attention and spending. We expect this competition to continue to increase. We compete for advertisers, readers, staff and outside contributors with many types of companies, including:

o online services or web sites focused on business, finance and investing, such as MarketWatch.com, The Wall Street Journal Interactive Edition and The Motley Fool;

o publishers and distributors of traditional media, including print, radio and television,

6

such as The Wall Street Journal, Fortune, Bloomberg Business Radio and CNBC;

o providers of terminal-based financial news and data, such as Bloomberg Business News, Reuters News Service, Dow Jones Markets and Bridge News Service;

o web "portal" companies, such as Yahoo! and America Online; and

o online brokerage firms, many of which provide financial and investment news and information, such as Charles Schwab and E*TRADE.

Our ability to compete depends on many factors, including the originality, timeliness, comprehensiveness and trustworthiness of our content and that of our competitors, the ease of use of services developed either by us or our competitors and the effectiveness of our sales and marketing efforts.

Many of our existing competitors, as well as a number of potential new competitors, have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical and marketing resources than we do. This may allow them to devote greater resources than we can to the development and promotion of their services. These competitors may also engage in more extensive research and development, undertake more far-reaching marketing campaigns, adopt more aggressive pricing policies (including offering their financial news for free) and make more attractive offers to existing and potential employees, outside contributors, strategic partners and advertisers. Our competitors may develop content that is equal or superior to ours or that achieves greater market acceptance than ours. It is also possible that new competitors may emerge and rapidly acquire significant market share. We may not be able to compete successfully for advertisers, readers, staff or outside contributors, which could materially adversely affect our business, results of operations and financial condition. Increased competition could result in price reductions, reduced margins or loss of market share, any of which could materially adversely affect our business, results of operations and financial condition.

We also compete with other web sites, television, radio and print media for a share of advertisers' total advertising budgets. If advertisers perceive the Internet or our web site to be a limited or an ineffective advertising medium, they may be reluctant to devote a portion of their advertising budget to Internet advertising or to advertising on our web site. See "Business--Competition".

A FAILURE TO ESTABLISH AND MAINTAIN STRATEGIC RELATIONSHIPS WITH OTHER WEB SITES COULD DECREASE OUR SUBSCRIBER AND READER BASE, WHICH MAY HARM OUR BUSINESS

We depend on establishing and maintaining subscription distribution relationships with online financial services firms and content syndication relationships with high-traffic web sites for a significant portion of our subscriber and reader base. There is intense competition for relationships with these firms and placement on these sites, and we may have to pay significant fees to establish additional content syndication relationships or maintain existing relationships in the future. We may be unable to enter into relationships with these firms or sites on commercially reasonable terms or at all. Even if we enter into these relationships, they may not attract significant numbers of readers. Therefore, our site may not receive a significant number of additional subscribers or readers from such relationships.

Many companies that we may approach for a strategic relationship or who already have strategic relationships with us also provide financial news and information from other sources. As a result, these companies may be reluctant to enter into or maintain strategic relationships with us. Our business, results of operations and financial condition could be materially adversely affected if we do not establish additional, and maintain existing, strategic relationships on commercially reasonable terms or if any of our strategic relationships do not result in an increase in the number of subscribers or readers of our web site.

OUR MEMORANDA OF UNDERSTANDING MAY NOT MATERIALIZE INTO FINAL AGREEMENTS

Recently, we entered into a memorandum of understanding with each of DLJdirect, Inc., The New York Times Electronic Media Company and News America Incorporated. We cannot assure you that we will be able to execute final agreements contemplated by such

7

memoranda on terms favorable to us or at all. See "Prospectus Summary--TheStreet.com", "Business--Subscription Sales" and "Certain Transactions--The New York Times Investment".

POTENTIAL FLUCTUATIONS IN OUR QUARTERLY FINANCIAL RESULTS MAKE FINANCIAL FORECASTING DIFFICULT

Our quarterly operating results may fluctuate significantly in the future as a result of a variety of factors, many of which are outside our control.

We believe that advertising sales in traditional media, such as television and radio, generally are lower in the first and third calendar quarters of each year. Similar seasonal or other patterns may develop in our industry.

We believe that quarter-to-quarter comparisons of our operating results may not be a good indication of our future performance, nor would our operating results for any particular quarter be indicative of future operating results. In some future quarters our operating results may be below the expectations of public market analysts and investors. In such an event, the price of our common stock may fall. See "Management's Discussion and Analysis of Financial Condition and Results of Operations".

OUR FUTURE SUCCESS DEPENDS ON MAINTAINING AND INCREASING OUR SUBSCRIBER BASE

Our future success is highly dependent on an increase in the number of readers who are willing to subscribe to online financial news and information publications. The number of Internet users willing to pay for online financial news and information may not continue to increase. If the market for subscription-based online financial news and information publications develops more slowly than we expect, our business, results of operations and financial condition could be materially adversely affected. Further, we presently offer a portion of our content for free. In the future we intend to increase the free portion of our content to increase traffic. However, this change may reduce the number of our new or renewing subscribers, which could have a material adverse effect on our business, results of operations and financial condition. Additionally, during the fourth quarter of 1998, we began to participate in a program where our readers can receive annual subscriptions to our site by redeeming frequent flyer miles through a third-party service. While we expect the number of annual subscriptions attributable to this program to increase in the future, additional readers may not subscribe through this program. Further, while we do not expect that these subscribers will renew their subscriptions at a rate consistent with the renewal rate of our general subscriber base, it is possible that the actual renewal rate of these subscribers may be significantly lower than our expectations, which could materially adversely affect our business, results of operations and financial condition.

WE DEPEND ON OUR TOP ADVERTISERS FOR A SIGNIFICANT PORTION OF OUR ADVERTISING REVENUES, AND THE LOSS OF ONE OR MORE OF OUR TOP ADVERTISERS MAY HARM OUR

BUSINESS

In 1998, our top advertiser accounted for approximately 40%, and our top five advertisers accounted for approximately 67%, of our total advertising revenues. Our business, results of operations and financial condition could be materially adversely affected by the loss of one or more of our top advertisers. Further, if we do not continue to increase our revenue from financial services advertisers or attract advertisers from non-financial industries, our business, results of operations and financial condition could be materially adversely affected. We believe that we charge advertising rates that are among the highest of financial web sites. However, there can be no assurance that we will be able to command premium rates in the future. Further, as we increase the free portion of our site, which may command lower advertising rates than our premium sections, current advertisers may seek to switch to these less expensive areas. As is typical in the advertising industry, our advertising contracts have cancellation provisions.

FAILURE TO RETAIN AND INTEGRATE OUR ADVERTISING SALES FORCE COULD RESULT IN LOWER ADVERTISING REVENUES

We depend on our internal advertising sales department to maintain and increase our advertising sales. As of March 31, 1999, our advertising sales department consisted of 11

8

employees. The success of our advertising sales department is subject to a number of risks, including the competition we face from other companies in hiring and retaining sales personnel and the length of time it takes new sales personnel to become productive. Our business, results of operations and financial condition could be materially adversely affected if we do not maintain an effective advertising sales department.

WE MAY BE UNABLE TO MANAGE OUR GROWTH, WHICH MAY HARM OUR BUSINESS

We have experienced rapid growth in our operations. Our rapid growth has placed, and our anticipated future growth will continue to place, a significant strain on our managerial, operational and financial resources. To manage our growth, we must continue to implement and improve our managerial controls and procedures and operational and financial systems. In addition, our future success will depend on our ability to expand, train and manage our workforce, in particular our editorial, advertising sales and business development staff. As of December 31, 1998, we had a total of 100 employees, as compared to 33 employees as of December 31, 1997. We expect that the number of our employees will continue to increase for the foreseeable future. We will need to integrate these employees into our workforce successfully. We cannot assure you that we have made adequate allowances for the costs and risks associated with this expansion, that our systems, procedures or controls will be adequate to support our operations, or that our management will be able to successfully offer and expand our services. If we are unable to manage our growth effectively, our business, results of operations and financial condition could be materially adversely affected.

OUR FUTURE SUCCESS DEPENDS ON THE CONTINUED SERVICES AND EFFECTIVE INTEGRATION OF OUR KEY MANAGEMENT PERSONNEL

Our future success depends upon the continued service of certain key management personnel. The loss of one or more of our key management personnel could materially adversely affect our business, results of operations and financial condition. In addition, we recently hired our new chief financial officer and a general counsel. These individuals will have to be integrated into our management team successfully. A few of our employees have entered into non-competition agreements with us. However, other employees may leave us and work for our competitors or start their own competing business.

UNEXPECTED INCREASES IN TRAFFIC MAY STRAIN OUR SYSTEMS

In the past, we have experienced significant spikes in traffic on our web site when there have been important financial news events. In addition, the number of our readers has continued to increase over time and we are seeking to increase our reader base further. Accordingly, our web site must accommodate a high volume of traffic, often at unexpected times. Our web site has in the past, and may in the future, experience slower response times than usual or other problems for a variety of reasons. These occurrences could cause our readers to perceive our web site as not functioning properly and, therefore, cause them to use other methods to obtain their financial news and information. In such a case, our business, results of operations and financial condition could be materially adversely affected.

WE FACE A RISK OF SYSTEM FAILURE THAT MAY RESULT IN REDUCED TRAFFIC, REDUCED REVENUE AND HARM TO OUR REPUTATION

Our ability to provide timely information and continuous news updates depends on the efficient and uninterrupted operation of our computer and communications hardware and software systems. Similarly, our ability to track, measure and report the delivery of advertisements on our site depends on the efficient and uninterrupted operation of a third-party system, DART by DoubleClick. These systems and operations are vulnerable to damage or interruption from human error, natural disasters, telecommunication failures, break-ins, sabotage, computer viruses, intentional acts of vandalism and similar events. Although we do not have a formal disaster recovery plan, we are in the process of developing one. Any system failure, including network, software or hardware failure, that causes an interruption in our service or a decrease in responsiveness of our web site could result in reduced traffic, reduced revenue and harm to our reputation, brand and our

9

relations with our advertisers. In February 1999, we entered into a one-year Internet-hosting agreement with Exodus Communications, Inc. to maintain all of our production servers at Exodus' New Jersey data center. Our operations depend on Exodus' ability to protect its and our systems in its data center against damage from fire, power loss, water damage, telecommunications failure, vandalism and similar unexpected adverse events. Although Exodus provides comprehensive facilities management services, including human and technical monitoring of all production servers 24 hours per day, seven days per week, Exodus does not guarantee that our Internet access will be uninterrupted, error-free or secure. Any disruption in the Internet access to our web site provided by Exodus could materially adversely affect our business, results of operations and financial condition. Our insurance policies may not adequately compensate us for any losses that we may incur because of any failures in our system or interruptions in our delivery of content. Our business, results of operations and financial condition could be materially adversely affected by any event, damage or failure that interrupts or delays our operations.

DISRUPTIONS ASSOCIATED WITH MOVING OUR SUBSCRIPTION MANAGEMENT SYSTEM IN-HOUSE
MAY HARM OUR BUSINESS

Presently, our subscription management system is hosted by Starwave Corporation on its systems located in Seattle, Washington. However, during 1999 we plan to move this function to our own internal systems. It is possible that because of a variety of logistical and technical reasons we may be unable to complete this move on time or at all. Further, we may face significant technical problems in integrating our subscription management system with our internal systems or maintaining our subscription management system. These problems, should they occur, could adversely affect our ability to process online subscriptions or to convert efficiently our free-trial members to paid subscribers, which could materially adversely affect our business, results of operations and financial condition.

DIFFICULTIES ASSOCIATED WITH OUR BRAND DEVELOPMENT MAY HARM OUR ABILITY TO ATTRACT SUBSCRIBERS AND READERS

We believe that maintaining and growing awareness about the TheStreet.com brand is an important aspect of our efforts to continue to attract subscribers and readers. The importance of brand recognition will increase in the future because of the growing number of web sites providing financial news and information. We cannot assure you that our efforts to build brand awareness will be successful.

FAILURE TO MAINTAIN OUR REPUTATION FOR TRUSTWORTHINESS MAY REDUCE THE NUMBER OF OUR READERS, WHICH MAY HARM OUR BUSINESS

It is very important that we maintain our reputation as a trustworthy news organization. The occurrence of events, including our misreporting a news story or the non-disclosure of stock ownership by one or more of our writers in breach of our compliance policy, could harm our reputation for trustworthiness. These events could result in a significant reduction in the number of our readers, which could materially adversely affect our business, results of operations and financial condition.

POTENTIAL LIABILITY FOR INFORMATION DISPLAYED ON OUR WEB SITE MAY REQUIRE US TO DEFEND AGAINST LEGAL CLAIMS, WHICH MAY CAUSE SIGNIFICANT OPERATIONAL EXPENDITURES

We may be subject to claims for defamation, libel, copyright or trademark infringement or based on other theories relating to the information we publish on our web site. These types of claims have been brought, sometimes successfully, against online services as well as other print publications in the past. We could also be subject to claims based upon the content that is accessible from our web site through links to other web sites. Our insurance may not adequately protect us against these claims.

YEAR 2000 COMPLICATIONS MAY DISRUPT OUR OPERATIONS AND HARM OUR BUSINESS

Many currently installed computer systems and software products are coded to accept only two-digit entries to identify a year in the date code field. Consequently, on January 1, 2000, many of these systems could fail or malfunction

10

because they may not be able to distinguish between 20th century dates and 21st century dates. Accordingly, our customers, potential customers, vendors and strategic partners may need to upgrade their computer systems and software products to comply with applicable "Year 2000" requirements.

Because we and our subscribers and readers are dependent, to a very substantial degree, upon the proper functioning of our and their computer systems, a failure of our or their computer systems to correctly recognize dates beyond December 31, 1999, could materially disrupt our operations or the ability of our subscribers and readers to access our web site, which could materially adversely affect our business, results of operations and financial condition. See "Management's Discussion and Analysis of Financial Condition and Results of Operations--Year 2000 Readiness Disclosure".

FAILURE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS COULD HARM OUR BRAND- BUILDING EFFORTS AND ABILITY TO COMPETE EFFECTIVELY

To protect our rights to our intellectual property, we rely on a combination of trademark and copyright law, trade secret protection, confidentiality agreements and other contractual arrangements with our employees, affiliates, clients, strategic partners and others. The protective steps we have taken may be inadequate to deter misappropriation of our proprietary information. We may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. We have registered our trademarks in the United States and we have pending U.S. applications for other trademarks. Effective trademark, copyright and trade secret protection may not be available in every country in which we offer or intend to offer our services. Failure to adequately protect our intellectual property could harm our brand, devalue our proprietary content and affect our ability to compete effectively. Further, defending our intellectual property rights could result in the expenditure of significant financial and managerial resources, which could materially adversely affect our business, results of operations and financial condition.

WE MAY HAVE TO DEFEND AGAINST INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS, WHICH MAY CAUSE SIGNIFICANT OPERATIONAL EXPENDITURES

Although we believe that our proprietary rights do not infringe on the intellectual property rights of others, other parties may assert infringement claims against us or claims that we have violated a patent or infringed a copyright, trademark or other proprietary right belonging to them. We incorporate licensed third-party technology in some of our services. In these license agreements, the licensors have generally agreed to defend, indemnify and hold us harmless with respect to any claim by a third party that the licensed software infringes any patent or other proprietary right. We cannot assure you that these provisions will be adequate to protect us from infringement claims. Any infringement claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources on our part, which could materially adversely affect our business, results of operations and financial condition. See "Business--Intellectual Property".

DIFFICULTIES IN DEVELOPING NEW AND ENHANCED SERVICES AND FEATURES FOR OUR WEB SITE COULD HARM OUR BUSINESS

We intend to introduce additional and enhanced services in order to retain our current readers and attract new readers. If we introduce a service that is not favorably received, our current readers may choose a competitive service over ours or fail to renew their subscriptions. We may also experience difficulties that could delay or prevent us from introducing new services. These difficulties may include the loss of, or inability to obtain or maintain, third-party technology license agreements. Furthermore, the new services we may introduce could contain errors that are discovered after these services are introduced. In these cases, we may need to significantly modify the design or implementation of such services on our web site to correct these errors. Our business, results of operations and financial condition could be materially adversely affected if we experience difficulties in introducing new services or if these new services are not accepted by our readers.

11

RISKS RELATED TO OUR INDUSTRY

OUR ABILITY TO MAINTAIN AND INCREASE OUR READER BASE DEPENDS ON THE CONTINUED GROWTH IN USE AND EFFICIENT OPERATION OF THE WEB

The web-based information market is new and rapidly evolving. Our business would be materially adversely affected if web usage does not continue to grow or grows slowly. Web usage may be inhibited for a number of reasons, such as:

o inadequate network infrastructure;

o security concerns;

o inconsistent quality of service; and

o unavailability of cost-effective, high-speed access to the Internet.

Our readers depend on Internet service providers, online service providers and other web site operators for access to our web site. Many of these services have experienced significant service outages in the past and could experience service outages, delays and other difficulties due to system failures unrelated to our systems. These occurrences could cause our readers to perceive the web in general or our web site in particular as an unreliable medium and, therefore, cause them to use other media to obtain their financial news and information. We also depend on a number of information providers to deliver information and data feeds to us on a timely basis. Our web site could experience disruptions or interruptions in service due to the failure or delay in the transmission or receipt of this information, which could materially adversely affect our business, results of operations and financial condition.

A GENERAL DECLINE IN ONLINE ADVERTISING OR OUR INABILITY TO ADAPT TO TRENDS IN ONLINE ADVERTISING COULD HARM OUR ADVERTISING REVENUES

No standards have been widely accepted to measure the effectiveness of web advertising. If standards do not develop, existing advertisers may not continue or increase their levels of web advertising. If standards develop and we are unable to meet these standards, advertisers may not continue advertising on our site. Furthermore, advertisers that have traditionally relied upon other advertising media may be reluctant to advertise on the web. Our business, results of operations and financial condition could be materially adversely affected if the market for web advertising declines or develops more slowly than expected.

Different pricing models are used to sell advertising on the web. It is difficult to predict which, if any, will emerge as the industry standard. This uncertainty makes it difficult to project our future advertising rates and revenues. We cannot assure you that we will be successful under alternative pricing models that may emerge. Moreover, "filter" software programs that limit or prevent advertising from being delivered to a web user's computer are available. Widespread adoption of this software could materially adversely affect the commercial viability of web advertising, which could materially adversely affect our advertising revenues.

We compete with other web sites, television, radio and print media for a share
of advertisers' total advertising budgets. If advertisers perceive the web in general or our web site in particular to be a limited or an ineffective advertising medium, they may be reluctant to devote a portion of their advertising budget to online advertising or to advertising on our web site.

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES RELATING TO THE WEB COULD INCREASE OUR COSTS OF TRANSMITTING DATA AND INCREASE OUR LEGAL AND REGULATORY EXPENDITURES AND COULD DECREASE OUR READER BASE

Existing domestic and international laws or regulations specifically regulate communications or commerce on the web. Further, laws and regulations that address issues such as user privacy, pricing, online content regulation, taxation and the characteristics and quality of online products and services are under consideration by federal, state, local and foreign governments and agencies. Several telecommunications companies have petitioned the Federal Communications Commission to regulate Internet service providers and online services providers in a manner similar to the regulation of long distance telephone carriers and to impose access fees on such companies. This regulation, if imposed, could increase the cost of transmitting data over the web. Moreover, it

12

may take years to determine the extent to which existing laws relating to issues such as intellectual property ownership and infringement, libel, obscenity and personal privacy are applicable to the web. The Federal Trade Commission and government agencies in certain states have been investigating certain Internet companies regarding their use of personal information. We could incur additional expenses if any new regulations regarding the use of personal information are introduced or if these agencies chose to investigate our privacy practices. Any new laws or regulations relating to the web, or certain application or interpretation of existing laws, could decrease the growth in the use of the web, decrease the demand for our web site or otherwise materially adversely affect our business.

CONCERNS ABOUT WEB SECURITY COULD REDUCE OUR ADVERTISING REVENUES, DECREASE OUR READER BASE AND INCREASE OUR WEB SECURITY EXPENDITURES

Concern about the transmission of confidential information over the Internet has been a significant barrier to electronic commerce and communications over the web. Any well-publicized compromise of security could deter more people from using the web or from using it to conduct transactions that involve the transmission of confidential information, such as signing up for a paid subscription, executing stock trades or purchasing goods or services. Because many of our advertisers seek to advertise on our web site to encourage people to use the web to purchase goods or services, our business, results of operations and financial condition could be materially adversely affected if Internet users significantly reduce their use of the web because of security concerns. We may also incur significant costs to protect ourselves against the threat of security breaches or to alleviate problems caused by these breaches.

RISKS RELATED TO THIS OFFERING

INVESTORS WILL INCUR IMMEDIATE DILUTION AND MAY EXPERIENCE FURTHER DILUTION

The initial offering price of our common stock will be substantially higher than the pro forma net tangible book value per share of the outstanding common stock immediately after the offering. If you purchase common stock in this offering, you will incur immediate and substantial dilution in the pro forma net tangible book value per share of the common stock from the price you pay for common stock. We also have a large number of outstanding stock options to purchase the common stock with exercise prices significantly below the estimated initial public offering price of the common stock. To the extent these options are exercised, there will be further dilution. See "Dilution".

SHARES ELIGIBLE FOR PUBLIC SALE AFTER THIS OFFERING COULD ADVERSELY AFFECT OUR STOCK PRICE

After this offering there will be outstanding 25,075,037 shares of our common stock. There will be 25,816,704 shares outstanding if the underwriters' over-allotment option is exercised in full. Of these shares, the shares sold in this offering will be freely tradeable except for any shares purchased by our "affiliates" as defined in Rule 144 under the Securities Act. The remaining shares will be "restricted securities," subject to the volume limitations and other conditions of Rule 144 under the Securities Act.

Our directors, executive officers, and substantially all of our current stockholders and optionholders have agreed, subject to certain limited exceptions, for a period of 180 days after the date of this prospectus, that they will not, without the prior written consent of Goldman, Sachs & Co., directly or indirectly, offer to sell, sell or otherwise dispose of any shares of common stock. After the first anniversary of this offering, some holders of common stock will have the right to request the registration of their shares under the Securities Act. Upon the effectiveness of the registration statement, all shares covered by the registration statement will be freely transferable. In addition, following the completion of this offering, we also intend to file a registration statement on Form S-8 under the Securities Act covering 4,400,000 shares of common stock reserved for issuance under the amended and restated 1998 stock incentive plan. This registration statement will automatically become effective upon filing. As of March 31, 1999, options to purchase 2,632,321 shares of common stock were issued and outstanding, of which 142,667 shares have vested. These vested shares include 83,333 shares that may be sold by Mr. Kevin English in thise offering if the underwriters exercise their overallotment option. Subject to the exercise of the issued and outstanding options, shares registered under the

13

registration statement on Form S-8 will be available for sale in the open market immediately after the 180-day lock-up agreements expire. See "Underwriting", "Description of Capital Stock--Registration Rights" and "Shares Eligible for Future Sale".

We cannot predict if future sales of our common stock, or the availability of our common stock for sale, will materially adversely affect the market price for our common stock or our ability to raise capital by offering equity securities. See "Shares Eligible for Future Sale" and "Underwriting".

CONTROL BY PRINCIPAL STOCKHOLDERS, OFFICERS AND DIRECTORS COULD ADVERSELY AFFECT OUR STOCKHOLDERS

Upon completion of this offering, our officers, directors and greater-than-five-percent stockholders (and their affiliates) will, in the aggregate, beneficially own approximately 62.7% (61.0% if the underwriters' over-allotment option is exercised in full) of the outstanding common stock. As a result, these persons, acting together, will have the ability to control substantially all matters submitted to our stockholders for approval (including the election and removal of directors and any merger, consolidation or sale of all or substantially all of our assets) and to control our management and affairs. Accordingly, this concentration of ownership may have the effect of delaying, deferring or preventing a change in control of us, impeding a merger, consolidation, takeover or other business combination involving us or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could materially adversely affect the market price of the common stock. See "Management" and "Principal Stockholders".

POSSIBLE VOLATILITY OF OUR STOCK PRICE COULD ADVERSELY AFFECT OUR STOCKHOLDERS

We cannot predict the extent to which investor interest in us will lead to the development of a trading market or how liquid that market might become. The initial public offering price for the shares of our common stock will be determined by negotiations between us and the representatives of the underwriters and may not be indicative of prices that will prevail in the trading market. The stock market has experienced significant price and volume fluctuations and the market prices of securities of technology companies, particularly Internet-related companies, have been highly volatile. Investors may not be able to resell their shares at or above the initial public offering price. See "Underwriting".

In the past, following periods of volatility in the market price of a company's securities, securities class action litigation has often been instituted against that company. The institution of similar litigation against us could result in substantial costs and a diversion of our management's attention and resources, which could materially adversely affect our business, results of operations and financial condition.

OUR MANAGEMENT HAS BROAD DISCRETION AS TO USE OF PROCEEDS FROM THIS OFFERING, WHICH WE MAY NOT USE EFFECTIVELY

Our management will have broad discretion in how we use the net proceeds of this offering. Investors will be relying on the judgment of our management regarding the application of the proceeds of this offering. See "Use of Proceeds".

ANTI-TAKEOVER PROVISIONS COULD PREVENT OR DELAY A CHANGE OF CONTROL

Provisions of our amended and restated certificate of incorporation and amended and restated bylaws and Delaware law could make it more difficult for a third party to acquire us, even if doing so would be beneficial to our stockholders. See "Description of Capital Stock".

WE DO NOT INTEND TO PAY DIVIDENDS

We have never declared or paid any cash dividends on our common stock. We currently intend to retain any future earnings for funding growth and, therefore, do not expect to pay any dividends in the foreseeable future. See "Dividend Policy".

14

FORWARD LOOKING STATEMENTS; MARKET DATA

This prospectus contains certain "forward-looking statements" based on our current expectations, assumptions, estimates and projections about TheStreet.com and our industry. These forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of factors more fully described in this section and elsewhere in this prospectus. We undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

This prospectus contains market data related to TheStreet.com and the Internet. This data has been included in the studies published by the Internet market research firms of International Data Corporation and Forrester Research, Inc. This market data includes projections that are based on a number of assumptions. These assumptions include that:

o no catastrophic failure of the Internet will occur;

o the number of people online and the total number of hours spent online will increase significantly over the next five years;

o the value of online advertising dollars spent per online user hour will increase; and

o Internet security and privacy concerns will be adequately addressed.

If any one or more of these assumptions turns out to be incorrect, actual results may differ materially from the projections based on these assumptions.

15

USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of the 5,500,000 shares of common stock offered by this prospectus will be approximately $58,980,000 ($67,257,000 if the underwriters' over-allotment option is exercised in full), at an assumed initial public offering price of $12.00 per share and, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. As of the date of this prospectus, we have not made any specific expenditure plans with respect to the proceeds of this offering. Therefore, we cannot specify with certainty the particular uses for the net proceeds to be received upon completion of the offering. Accordingly, our management will have broad discretion in the application of the net proceeds.

The principal purposes of this offering are to provide working capital to develop new products and expand internationally, to fund general corporate purposes, to create a public market for our common stock and to facilitate our future access to the public capital markets. In addition, we may use a portion of the net proceeds to acquire or invest in complementary businesses, technologies, services or products. However, we currently have no commitments or agreements with respect to any such transactions.

Pending such uses, the net proceeds will be invested in short-term investment-grade instruments, certificates or deposit or direct or guaranteed obligations of the U.S. government.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock for the foreseeable future.

CORPORATE INFORMATION

We were formed in Delaware on June 18, 1996 as TheStreet.com, L.L.C. and we converted into TheStreet.com, Inc., a Delaware corporation, on May 7, 1998. References in this prospectus to "TheStreet.com", "we", "us" and "our" refer to TheStreet.com, Inc. and our predecessor, TheStreet.com, L.L.C.

WRONG! is a registered trademark of TheStreet.com. TSC, TheStreet.com, TheStreet, the TSC logo and TheStreet.com logo are our trademarks. Each trademark, trade name or service mark of any other company appearing in this prospectus belongs to its holder.

16

CAPITALIZATION

The following table sets forth the capitalization of TheStreet.com as of December 31, 1998:

(i) on an actual basis;

(ii) on a pro forma basis to reflect the conversion of all outstanding shares of our convertible preferred stock and accumulated dividends into shares of common stock; and

(iii) on a pro forma as adjusted basis to give effect to the sale of the 5,500,000 shares of common stock offered by this prospectus, after deducting the underwriting discount and commissions and estimated offering expenses that we will pay assuming an initial public offering price of $12.00 per share.

This table should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and the notes to those statements included elsewhere in this prospectus.

                                                                                       DECEMBER 31, 1998
                                                                                 ------------------------------
                                                                                                         PRO
                                                                                              PRO      FORMA AS
                                                                                 ACTUAL      FORMA     ADJUSTED
                                                                                 -------    -------    --------
                                                                                  (IN THOUSANDS, EXCEPT SHARE
                                                                                             DATA)
Long-term debt................................................................   $    --    $    --    $     --
                                                                                 -------    -------    --------
  Redeemable Convertible Series B 9 1/2% Cumulative Preferred Stock, $0.01 par
     value, 345,366 shares issued and outstanding, actual; none pro forma and
     pro forma as adjusted....................................................    21,107         --          --
                                                                                 -------    -------    --------
Stockholders' equity:
Common Stock, $0.01 par value, 100,000,000 shares authorized; 13,763,838
  shares issued and outstanding, actual; 17,762,343 pro forma and 23,262,343
  pro forma as adjusted(1)....................................................       138        178         233
Convertible Preferred Stock -
  Series A 9 1/2% Cumulative Preferred Stock, $0.01 par value, 118,441 shares
     issued and outstanding, actual; none pro forma and pro forma as
     adjusted.................................................................         1         --          --
  Series C Preferred Stock, $0.01 par value, 1,500 shares issued and
     outstanding, actual; none pro forma and pro forma as adjusted............        --         --          --
Additional paid-in capital....................................................    16,349     37,417      96,342
Deferred compensation.........................................................    (1,578)    (1,578)     (1,578)
Accumulated deficit...........................................................   (12,493)   (12,493)    (12,493)
                                                                                 -------    -------    --------
Total stockholders' equity....................................................     2,417     23,524      82,504
                                                                                 -------    -------    --------
  Total capitalization........................................................   $23,524    $23,524    $ 82,504
                                                                                 -------    -------    --------
                                                                                 -------    -------    --------


(1) Excludes (i) 1,497,286 shares of common stock issuable upon the exercise of options then outstanding under our amended and restated 1998 stock incentive plan of which 50,167 are vested as of December 31, 1998, and (ii) an aggregate of 1,029,986 additional shares reserved for issuance as of December 31, 1998. In March 1999, we increased the number of shares reserved for issuance under our amended and restated 1998 stock incentive plan from 2,527,272 to 4,400,000. See "Management--1998 Stock Incentive Plan".

17

DILUTION

The pro forma net tangible book value of TheStreet.com as of December 31, 1998 was approximately $23,524,000, or $1.32 per share of common stock. Pro forma net tangible book value per share represents the amount of total tangible assets less total liabilities, divided by the pro forma shares of common stock outstanding as of December 31, 1998 after giving effect to the conversion of all outstanding shares of our convertible preferred stock and accumulated dividends. After giving effect to the issuance and sale of the 5,500,000 shares of common stock offered in this offering, after deducting underwriting discount and commissions and estimated offering expenses that we will pay assuming an initial public offering price of $12.00 per share, the pro forma net tangible book value of TheStreet.com as of December 31, 1998 would have been $82,504,000 million, or $3.54 per share. This represents an immediate increase in pro forma net tangible book value of $2.22 per share to existing stockholders and an immediate dilution of $3.54 per share to new investors. The following table illustrates this per share dilution:

Initial public offering price per share.............................................................      $12.00
     Pro forma net tangible book value per share at December 31, 1998........................  $1.32
     Increase in pro forma net tangible book value per share attributable to new investors...   2.22
Pro forma net tangible book value per share after offering..........................................        3.54
                                                                                                          ------
Dilution per share to new investors.................................................................      $ 8.46
                                                                                                          ------
                                                                                                          ------

The following table summarizes, on a pro forma basis, as of December 31, 1998, the differences between the number of shares of common stock purchased from TheStreet.com, the aggregate cash consideration paid and the average price per share paid by existing stockholders and new investors purchasing shares of common stock in this offering:

                                                SHARES PURCHASED         TOTAL CONSIDERATION
                                              ---------------------    -----------------------    AVERAGE PRICE
                                                NUMBER      PERCENT       AMOUNT       PERCENT    PER SHARE
                                              ----------    -------    ------------    -------    -------------
Existing stockholders......................   17,762,343      76.36%   $ 47,249,000      41.72%      $  2.66
New investors..............................    5,500,000      23.64      66,000,000      58.28         12.00
                                              ----------    -------    ------------    -------
       Total...............................   23,262,343     100.00%   $113,249,000     100.00%
                                              ----------    -------    ------------    -------
                                              ----------    -------    ------------    -------

The foregoing discussion and table assumes no exercise of any stock options outstanding at December 31, 1998. As of December 31, 1998, there were 1,497,286
options outstanding to purchase common stock. To the extent that any of these options are exercised, there will be further dilution to the new investors.

18

SELECTED FINANCIAL DATA

The following selected financial data is qualified by reference to, and should be read in conjunction with, our financial statements and the notes to those statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing elsewhere in this prospectus. The selected statement of operations data presented below for the period from June 18, 1996 (inception) through December 31, 1996 and the years ended December 31, 1997 and 1998, and the balance sheet data as of December 31, 1997 and 1998 are derived from our financial statements that have been audited by Arthur Andersen LLP, independent public accountants, and are included elsewhere in the prospectus. The balance sheet data as of December 31, 1996 has been derived from our audited financial statements not included in this prospectus.

                                                       JUNE 18, 1996
                                                        (INCEPTION)
                                                          THROUGH           YEAR ENDED          YEAR ENDED
                                                       DECEMBER 31, 1996   DECEMBER 31, 1997       DECEMBER 31, 1998
                                                       -----------------   -----------------   -----------------
                                                                 (IN THOUSANDS, EXCEPT PER SHARE DATA)
STATEMENT OF OPERATIONS DATA:
Net revenues:
  Advertising..........................................     $      --           $   118            $   2,544
  Subscription.........................................            --               321                1,686
  Other................................................            --               150                  393
                                                           ---------            -------            ---------
     Total net revenues................................            --               589                4,623
Cost of revenues.......................................           298             1,147                3,955
                                                           ---------            -------            ---------
     Gross profit......................................          (298)             (558)                 668
Operating expenses:
  Product development..................................           469               402                2,346
  Sales and marketing..................................           397             2,189                9,205
  General and administrative...........................           548             2,210                5,158
  Noncash compensation expense.........................            --                --                   90
                                                           ---------            -------            ---------
     Total operating expenses..........................         1,414             4,801               16,799
                                                           ---------            -------            ---------
     Loss from operations..............................        (1,712)           (5,359)             (16,131)
Interest expense, net..................................            21               405                  227
                                                           ---------            -------            ---------
     Loss before provision for income taxes............        (1,733)           (5,764)             (16,358)
Provision for income taxes(1)..........................            --                --                   --
                                                           ---------            -------            ---------
     Net loss..........................................     $  (1,733)          $(5,764)           $ (16,358)
                                                           ---------            -------            ---------
                                                           ---------            -------            ---------
Pro forma basic and diluted net loss per share.........     $   (0.28)          $ (0.95)           $   (1.65)
                                                           ---------            -------            ---------
                                                           ---------            -------            ---------
Pro forma weighted average basic and diluted shares
  outstanding(2).......................................         6,086             6,086                9,923
                                                           ---------            -------            ---------
                                                           ---------            -------            ---------

19

                                                                                           DECEMBER 31,
                                                                                   -----------------------------
                                                                                    1996       1997       1998
                                                                                   -------    -------    -------
                                                                                          (IN THOUSANDS)
BALANCE SHEET DATA:
Cash and cash equivalents.......................................................   $    18    $   157    $24,612
Working capital (deficit).......................................................      (253)    (1,343)    22,918
Total assets....................................................................       305        911     27,581
Long-term debt, less current maturities.........................................     1,357      6,335         --
Redeemable convertible preferred stock..........................................        --         --     21,107
Total stockholders' equity (deficit)............................................    (1,433)    (7,157)     2,417


(1) Prior to May 7, 1998, we were a limited liability company and as a result were treated as a partnership for both Federal and state income tax purposes. Upon conversion to a C corporation, we applied the provisions of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). Had SFAS 109 been applied for all periods from inception, the deferred tax asset generated, primarily from net operating loss carryforwards, would have been offset by a full valuation allowance.

(2) The pro forma weighted average shares outstanding give effect to the conversion of all of our outstanding convertible preferred stock and accumulated dividends as of December 31, 1998, into an aggregate of 3,998,505 shares of common stock upon the completion of this offering.

20

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the financial statements and the notes to those statements which appear elsewhere in this prospectus. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this prospectus, particularly in "Risk Factors".

OVERVIEW

TheStreet.com is a leading web-based provider of original, timely, comprehensive and trustworthy financial news, commentary and information aimed at helping readers make informed investment decisions. TheStreet.com combines the most important qualities of traditional print journalism--accuracy, intelligence, fairness, and wit--with the web's advantages as a financial news medium--timeliness, interactivity and global distribution. With a staff of more than 50 professional reporters and editors, together with two dozen outside contributors, we update our site with approximately 40 original stories throughout each business day and with many additional features on weekends. During 1998, our subscriber base grew more than 380% to approximately 32,000 at the end of the year; as of March 31, 1999, we had over 51,000 subscribers.

We were originally organized in June 1996 as a limited liability company funded by our co-founders, Mr. James J. Cramer and Dr. Martin Peretz. During 1996, we hired our first reporters and began publishing in November of that year. In August 1997, we launched our high-capacity web site hosted by Starwave Corporation. Our coverage of the stock market during its turmoil in October 1997 increased our traffic significantly. In October 1998, we hired Mr. Kevin English as our chief executive officer and president.

We derive our revenues from retail and professional subscriptions, advertising and other sources, including content syndication fees. We offer both monthly and annual subscriptions at current regular prices of $9.95 and $99.95, respectively. From time to time, we offer seasonal and special discounts and promotions. Substantially all our retail subscribers pay by credit card. Monthly subscriptions are automatically renewed and annual subscribers are notified by email three to four weeks prior to the expiration date of their subscriptions. Unless these annual subscribers elect to cancel, they too are renewed automatically, although they have the option to cancel during the 30 days following their renewal date. During the last six months, approximately 85% of our annual subscribers whose subscriptions came up for renewal, and 97% of our monthly subscribers, renewed their subscriptions. We also enter into subscription distribution agreements with third parties, such as E*TRADE, that purchase subscriptions to our service for certain of their members or subscribers. We recognize the revenue for customers ratably over the period of the subscription. We treat the payment for the unused portion of the subscription as deferred revenue. See "Business--Subscription Sales".

Our subscriber base continued to grow through 1998, from a base of approximately 6,700 at the end of December 1997 to approximately 32,000 at the end of December 1998 and to over 51,000 as of March 31, 1999. In 1998, we established a Professional Markets group to make enterprise-wide sales to financial services companies. Approximately 2,400 of our subscribers at the end of 1998 were the result of corporate sales to financial services firms. During the fourth quarter of 1998, we initiated a marketing program where individuals can receive annual subscriptions to TheStreet.com by redeeming frequent flyer miles. We do not receive any revenues from these subscribers for their initial annual subscriptions. Rather, we pay a third-party service a nominal amount per subscriber to participate in this program. As a result of this program, we received 5,500 new annual subscriptions during the fourth quarter of 1998. During 1999, we expect to continue using a variety of marketing programs, including non-

21

revenue generating program like this one, to help build our subscriber base.

Subscription revenues represent customer subscriptions that provide full access to our financial news, commentary and information. Subscriptions are generally charged to customers' credit cards or are charged directly to companies that subscribe. These subscriptions are generally billed in advance on a monthly, quarterly or annual basis. Deferred revenue relates to subscription fees for which amounts have been collected but for which revenue has not been recognized.

Advertising revenue, derived from the sale of sponsorships and of banner and email advertisements, is recognized ratably over the period advertising is displayed, provided that no significant company obligations remain and collection of the resulting receivable is probable.

We established a Professional Markets group in 1998 to sell our service to institutions on an enterprise-wide basis. During 1998 and 1999, this Professional Markets group entered into agreements with 16 financial institutions, including PaineWebber, BT Alex. Brown, Fidelity and Deutsche Bank, to provide each of them with our content delivered according to their transmission needs. The agreements entered into by our Professional Markets group are typically one year in duration. We recognize revenues derived from these agreements ratably over the term of the agreement.

Our cost of revenues is made up of editorial staff costs, outside contributor fees and content licensing fees. Since these are expected to increase more slowly than our revenues, we believe that our gross margins will increase as our revenues increase.

Our product development expenses are also largely fixed, though there are some variable costs related to increasing the capacity of our web site. The largest element of our sales and marketing expenses represents marketing costs for new subscriber acquisition, which are closely tied to our subscription growth.

We have only a limited operating history upon which you can evaluate our business and prospects. We have not achieved profitability, and expect to continue to incur net losses in 1999 and subsequent fiscal periods. We expect to continue to incur significant operating expenses and, as a result, will need to generate significant revenues to achieve profitability, which may not occur. Even if we do achieve profitability, we may be unable to sustain or increase profitability on a quarterly or annual basis in the future. We believe that quarter-to-quarter comparisons of our operating results may not be a good indication of our future performance, nor would our operating results for any particular quarter be indicative of future operating results.

RESULTS OF OPERATIONS

NET REVENUES

SUBSCRIPTION REVENUES. Net subscription revenues are derived from annual and monthly subscriptions. We calculate net subscription revenues by deducting from gross revenues cancellation chargebacks and any refunds. During 1998, these chargebacks and refunds accounted for approximately 2% of total subscription revenues. During 1997, net subscription revenues were $321,000. Substantially all of these revenues related to monthly subscriptions. Net subscription revenues increased to $1,686,000 in 1998 because of the growth in our subscriber base. In 1998, approximately 46% of our net subscription revenue was derived from annual subscriptions.

ADVERTISING REVENUES. Advertising revenues are derived from sponsorship arrangements and from the delivery of banner and email advertisements. During 1997, our advertising revenues were $118,000, all of which were derived from the delivery of banner advertisements as a result of monthly advertising agreements. Advertising revenues increased from $118,000 in 1997 to $2,544,000 in 1998 because we began to sell sponsorships and increased our sales of banner and email advertisements. During 1998, 65% of our advertising revenues were derived from sponsorship contracts.

OTHER REVENUES. Other revenues consist primarily of content syndication fees. In 1997, our other revenues consisted entirely of revenues derived from a syndication and hosting partnership with ABCNEWS.com and

22

Starwave (an affiliate of ABCNEWS.com). As part of this arrangement, we agreed to syndicate a portion of our news content to ABCNEWS.com in return for technology and hosting services from Starwave. During 1998, $300,000 of our other revenues were derived from this agreement. We expect that the revenues and associated product development expenses incurred in connection with this arrangement will cease once our internal subscription management system becomes operational. See "Business--Infrastructure, Operations and Technology".

COST OF REVENUES

Cost of revenues includes compensation and benefits for editorial staff, fees paid to outside contributors and content licensing fees payable to content providers. Cost of revenues increased from $298,000 in 1996 to $1,147,000 in 1997 and to $3,955,000 in 1998, primarily as a result of the growth of our editorial staff from 10 at the end of 1996 to 21 at the end of 1997 and to 53 at the end of 1998. Our cost of revenues is expected to increase on an absolute dollar basis in 1999 because of the expansion of our editorial staff, increased fees paid to outside contributors and increased licensing fees, but it is expected to decrease as a percentage of revenues.

PRODUCT DEVELOPMENT EXPENSES

Product development expenses include compensation and benefits for software developers, expenses for contract programmers and developers, and communications lines, computer equipment and other technology costs. Product development expenses decreased from $469,000 in 1996, to $402,000 in 1997 and then increased to $2,346,000 in 1998 primarily as a result of the development of our original site in 1996 and the construction of our new site during 1998. We increased our technology headcount from one person at the end of 1996 to three at the end of 1997 to 13 at the end of 1998. All product development costs are expensed as incurred. We intend to increase our product development expenditures in 1999 to introduce our own subscription management system and to further enhance the programming on the web site. These expenses may fluctuate as a percentage of revenue over time depending on the projects undertaken.

SALES AND MARKETING EXPENSES

Sales and marketing expenses consist primarily of advertising and promotion on television, online and in print; advertising commissions; promotional materials; and compensation, benefits and sales commissions to our direct sales force. Sales and marketing expenses increased from $397,000 in 1996 to $2,189,000 in 1997 and to $9,205,000 in 1998 primarily due to the commencement of marketing initiatives in 1997 and to a significant advertising campaign in the first half of 1998. In 1999, we anticipate hiring additional sales and marketing staff and incurring additional costs related to advertising and promotion on television, online and in print. As a result, our sales and marketing expenses are expected to increase on an absolute dollar basis in 1999, but they are expected to decrease as a percentage of revenues.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses consist primarily of compensation and benefits for general management, finance and administrative personnel, occupancy costs, professional fees, depreciation and other office expenses. General and administrative expenses increased from $548,000 in 1996 to $2,210,000 in 1997 and to $5,158,000 in 1998 primarily as a result of increased finance and administration costs to support the growth of our business and higher rent payments to accommodate the increase in staff. The finance and administration costs increased from $170,000 in 1996 to $807,000 in 1997 and to $2,834,000 in in 1998. The rent costs increased from $35,000 in 1996 to $157,000 in 1997 and to $442,000 in 1998. We anticipate hiring additional personnel and incurring additional costs related to our being a public company, including introducing investor relations programs, increasing professional service fees and increasing directors and officers liability insurance premiums. Accordingly, our general and administrative expenses are expected to increase on an absolute dollar basis in 1999 but are expected to decrease as a percentage of revenues.

23

NONCASH COMPENSATION EXPENSE

During 1998 and the first quarter of 1999, we granted options to purchase shares of common stock at exercise prices that were less than the fair market value of the underlying shares of common stock. This will result in noncash compensation expense over the period that these specific options vest. We estimate this expense will be approximately $2.9 million for the year ended December 31, 1999. During 1998, we recorded $90,000 noncash compensation expense related to these options. The remaining noncash compensation expense beyond 1999 is currently estimated to be $7.9 million.

INTEREST EXPENSE, NET

Interest expense consists primarily of interest on loans to TheStreet.com, L.L.C. from its members and another lender that were converted into equity in May 1998. Interest income consists primarily of interest income from excess cash balances invested in short-term investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government. In 1996, net interest expense was $21,000. It increased to $405,000 in 1997 because of the growth in the members' loan balances. In 1998, the interest on these loans was $383,000 from the beginning of the year to May 1998, when the loans and remaining accrued interest were converted into equity of TheStreet.com, Inc. An additional $5,000 of interest expense was recorded in 1998 for a bank loan. There was no interest income in 1996 or 1997. In 1998, interest income was $161,000.

INCOME TAXES

No benefit for Federal and state income taxes is reported in the financial statements, as we had elected to be taxed as a partnership prior to May 7, 1998, at which time we converted to a C corporation. Therefore, for the periods presented through May 7, 1998, the Federal and state tax effects of the tax losses were recorded by the members of the TheStreet.com, L.L.C. in their respective income tax returns. Subsequent to our conversion to a C corporation, we have accounted for income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). Had we applied the provisions of SFAS 109 for the period from inception, the deferred tax asset generated, primarily from net operating loss carryforwards, would have been offset by a full valuation allowance.

24

QUARTERLY RESULTS OF OPERATIONS

The following table sets forth, for the periods presented, certain data from our statements of operations. The statement of operations data has been derived from our financial statements, which, in our management's opinion, have been prepared on substantially the same basis as the audited financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial information for the periods presented. This information should be read in conjunction with the audited financial statements and notes to those statements included elsewhere in this prospectus. The operating results in any quarter are not necessarily indicative of the results that may be expected for any future period.

                                                                    THREE MONTHS ENDED
                                        --------------------------------------------------------------------------
                                        MARCH 31, 1998    JUNE 30, 1998    SEPTEMBER 30, 1998    DECEMBER 31, 1998
                                        --------------    -------------    ------------------    -----------------
                                                                      (IN THOUSANDS)
Net revenues:
  Advertising........................      $    574          $   586            $    575              $   809
  Subscription.......................           259              448                 438                  541
  Other..............................            85               82                 105                  121
                                           --------          -------            --------              -------
  Total net revenues.................           918            1,116               1,118                1,471
Cost of revenues.....................           646              844               1,077                1,388
                                           --------          -------            --------              -------
  Gross profit.......................           272              272                  41                   83
                                           --------          -------            --------              -------
Operating expenses:
  Product development................           137              205                 444                1,560
  Sales and marketing................         2,570            3,849               1,535                1,251
  General and administrative.........           779            1,009               1,313                2,057
  Noncash compensation expense.......            --               14                  26                   50
                                           --------          -------            --------              -------
  Total operating expenses...........         3,486            5,077               3,318                4,918
                                           --------          -------            --------              -------
Loss from operations.................        (3,214)          (4,805)             (3,277)              (4,835)
Interest income (expense), net.......          (257)             (77)                 76                   31
                                           --------          -------            --------              -------
Net loss.............................      ($ 3,471)         ($4,882)           ($ 3,201)             ($4,804)
                                           --------          -------            --------              -------
                                           --------          -------            --------              -------

Product development expenses increased significantly in the fourth quarter as a result of the consulting, hardware and software costs associated with building our new hosting and content management systems and our new web site. Sales and marketing expenses were greater in the first two quarters of 1998 compared to the last two quarters primarily as a result of an aggressive television advertising campaign. Subsequent to this campaign, quarterly advertising costs declined as a percentage of quarterly revenues. General and administrative expenses increased in the fourth quarter primarily as a result of the growth in general management, professional services and infrastructure costs.

LIQUIDITY AND CAPITAL RESOURCES

From inception on June 18, 1996 through April 1998, we funded our operations primarily from investments and loans from Mr. Cramer and Dr. Peretz and a loan from a third party. The loans and accrued interest were converted into equity as part of the May 1998 private placement and, since then, we have funded our operations primarily from the sale of equity securities and from cash received from the sale of subscriptions and advertising. In May 1998, we raised approximately $10 million in a private placement. In December 1998, we raised approximately $25 million in a second private placement. As of December 31, 1998, we had working capital of $22.9 million available to us. See "Certain Transactions--1998 Private Placements".

Cash used in operating activities was $15.8 million in 1998 compared to $4.4 million in 1997 and $1.4 million for the period from June 18, 1996 (inception) to December 31, 1996. Significant uses of cash in operations that led to the net operating loss in 1998 include costs associated with our marketing initiatives, technology development and

25

increased staffing in our editorial and business operations.

Cash provided by financing activities was $40.6 million in 1998 compared to $5.0 million in 1997 and $1.6 million for the period from June 18, 1996 (inception) through December 31, 1996. In 1996 and 1997, the amounts represented loans and investments from the founders. In 1998, they consisted primarily of net proceeds from the private placement of equity securities in May and December 1998.

In September 1998, we entered into a sale and leaseback transaction with Leasing Technologies International Inc. for substantially all of our fixed assets, including fixtures and fittings, telephone equipment and office equipment. Since that date, we have financed substantially all of our fixed asset purchases through an operating lease. Capital expenditures were $334,000 in 1998, $490,000 in 1997 and $173,000 for the period from June 18, 1996 (inception) through December 31, 1996. We did not have any commitments for capital expenditures at December 31, 1998. As of December 31, 1998, we had commitments under non-cancellable operating leases of $2.3 million for 1999.

We also have a revolving working capital line of credit of $2.0 million from Imperial Bank, secured against certain accounts receivable held by us, that carries interest at the bank's prime lending rate. As of December 31, 1998, approximately $3,000 was outstanding under this line of credit.

We believe that the net proceeds from this offering, together with our current cash, will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for at least the next 12 months following the offering. Thereafter, if cash generated from operations is insufficient to satisfy our liquidity requirements, we may need to raise additional funds through public or private financings, strategic relationships or other arrangements. There can be no assurance that such additional funding, if needed, will be available on terms attractive to us, or at all. Strategic relationships, if necessary to raise additional funds, may require us to provide rights to certain of our content. The failure to raise capital when needed could materially adversely affect our business, results of operations and financial condition. If additional funds are raised through the issuance of equity securities, the percentage ownership of our then-current stockholders would be reduced. Furthermore, such equity securities might have rights, preferences or privileges senior to those of the common stock.

YEAR 2000 READINESS DISCLOSURE

OUR STATE OF READINESS

We have defined Year 2000 compliance as follows:

Information technology ("IT") time and date data processes, including, but not limited to, calculating, comparing and sequencing data from, into and between the 20th and 21st centuries contained in our products and services, and our non-IT systems, will function accurately, continuously and without degradation in performance and without requiring intervention or modification in any manner that will or could materially adversely affect the performance of such products or the delivery of such services as applicable at any time hereafter.

We have substantially completed the process of determining the Year 2000 readiness of our IT systems, which include the hardware and software necessary to provide and deliver our service, and of our non-IT systems, except for our telephone systems which we expect to replace before the end of this year. TheStreet.com's assessment plan consists of the following steps:

(i) evaluating our date dependent code, software and hardware and evaluating external dependencies;

(ii) quality assurance testing of our internally-developed proprietary software and systems;

(iii) obtaining assurances or warranties from third-party vendors and licensors of material hardware, software and services that are related to the delivery of our services; and

26

(iv) evaluating the need for, and preparing and implementing if required, a contingency plan.

To date, our assessment has determined that our material internally developed software and systems are Year 2000 compliant and our material hardware, software and service vendors have informed us that the products we are using to support our services are Year 2000 compliant. Our hosting service, Exodus Communications, has represented to us that its systems are Year 2000 compliant. All material commercial software on which we depend is either Year 2000 compliant or will be upgraded to be compliant in the normal course of business through upgrades or installation of software patches. Substantially all hardware used in our network operations and office operations has been certified as Year 2000 compliant by our vendors. We expect to be moving from our present facilities in 1999, and, therefore, we have not asked for assurances from our current landlord on the Year 2000 compliance of our existing facilities.

THE COSTS TO ADDRESS YEAR 2000 ISSUES

We have incurred $17,000 in costs in connection with our Year 2000 compliance efforts since inception through December 31, 1998. We expect to incur approximately $25,000 in additional costs to make our systems Year 2000 compliant by mid-1999, which will be expensed as incurred.

We are not currently aware of any material operational issues or costs associated with preparing our systems for the Year 2000. Nonetheless, we may experience material unexpected costs caused by undetected errors or defects in the technology used in our systems or because of the failure of a material vendor to be Year 2000 compliant.

RISKS ASSOCIATED WITH YEAR 2000 ISSUES

Notwithstanding our Year 2000 compliance efforts, the failure of a material system or vendor, or the Internet generally, to be Year 2000 compliant could harm the operation of our systems or prevent or delay the delivery of our services being offered through us, or have other unforeseen, material adverse consequences to us.

We are also subject to external Year 2000-related failures or disruptions that might generally affect industry and commerce, such as utility or transportation company Year 2000 compliance failures and related service interruptions. All of these factors could materially adversely affect our business, results of operations and financial condition.

CONTINGENCY PLANS

We have not yet developed a contingency plan to address situations that may result if we are unable to achieve Year 2000 compliance. The cost of developing and implementing such a plan, if necessary, could be material.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 131, "Disclosure about Segments of an Enterprise and Related Information" ("SFAS 131"). SFAS 131 establishes new standards for the way companies report information about operating segments in annual financial statements. The disclosures prescribed by SFAS 131 are effective for the year ending December 31, 1998. We do not believe we operate in more than one segment.

27

BUSINESS

OVERVIEW

TheStreet.com is a leading web-based provider of original, timely, comprehensive and trustworthy financial news, commentary and information aimed at helping readers make informed investment decisions. TheStreet.com combines the most important qualities of traditional print journalism--accuracy, intelligence, fairness and wit--with the web's advantages as a financial news medium--timeliness, interactivity and global distribution. With a staff of more than 50 professional reporters and editors, together with two dozen outside contributors, we update our site with approximately 40 original stories throughout each business day and with many additional features on weekends. Trained at the nation's leading financial news organizations, our journalists produce quality news coverage and in-depth analysis in a real-time, interactive medium ideally suited to the needs of today's investors. We have developed a community of loyal readers who turn to TheStreet.com for their financial and investing news and information needs. During 1998, our subscriber base grew more than 380% to approximately 32,000 at the end of the year; as of March 31, 1999, we had over 51,000 subscribers.

We derive our revenues primarily from the sale of subscriptions to our web site and from advertising sales. To build brand awareness, increase traffic and create a ready source of potential subscribers, we aggressively promote our site and provide a portion of our content for free. We seek to maximize our revenue per reader--both paying subscribers and free users--by selling advertisements on all areas of our site. Our financially oriented readers comprise an upscale demographic that is desirable to advertisers, enabling us to charge advertising rates that we believe to be among the highest of financial web sites. We believe we are well positioned for significant growth in both subscription and advertising sales as the market for online financial news and information continues to expand.

INDUSTRY BACKGROUND

The web has rapidly established itself as an effective means for investors to manage their portfolios, research investments and trade securities. At the same time, individuals have been taking greater control of their investments by directly researching information on investments, tracking their portfolios, purchasing no-load mutual funds and playing a more proactive role in their relationships with financial advisors. The web has facilitated these behavioral shifts by providing investors with easy access to information that was once generally available only to investment professionals, such as timely market news, intra-day and historical quotes, charts, SEC filings and analysts' earnings estimates. According to International Data Corporation, the number of online brokerage accounts in the United States is expected to grow from 3.5 million at the end of 1997 to 24 million at the end of 2002, with online brokers expected to manage over $1.5 trillion in assets by the end of 2002. Similarly, investors in Europe are beginning to play a more proactive role in managing their finances, according to a November 1998 Forrester Research report.

Increasingly, this growing group of self-directed investors is seeking timely, comprehensive and trustworthy financial news and information that can help them make informed investing decisions. Many existing financial news sources, however, fail to meet this need. Traditional print publications, constrained by publication cycles of days or even months, are limited in their ability to keep pace with financial markets. Television provides a measure of timeliness but generally lacks depth of analysis. In addition, viewers are subject to television's predetermined schedules. On the web, some news and information sources offer little disclosure about their background and any conflicts of interest, potentially rendering their information untrustworthy. Some online news outlets do little more than republish stories that have already appeared in their affiliated print publications and many simply aggregate stories from disparate news and press release wires without supplying the original insight, analysis

28

and point of view that comes from independent reporting. Other financial sites offer stock quotes, charts and other investment tools, but provide limited financial news.

The democratization of Wall Street represents a significant opportunity for a financial news, commentary and information web site that combines the depth of coverage of traditional media with the immediacy and interactivity of the web. We believe that as the audience for investment news grows both in the United States and abroad, we are poised to become the leading source worldwide for original, timely, comprehensive and trustworthy financial news, commentary and information.

THESTREET.COM SOLUTION

At TheStreet.com, we aim to meet the increasing demands of today's investors. Our large and experienced news organization provides a broad range of original financial news and in-depth analysis to our readers through a real-time, interactive medium. We complement this news and analysis with compelling commentary by well-known writers, including James J. Cramer, Herb Greenberg, Brenda Buttner and Jim Seymour. We believe this combination of coverage and commentary, together with our community features and investment tools, provides a solution for the shortcomings of existing financial news sources by combining the best attributes of each:

o ORIGINAL. Our stories are written by our staffers, for our web site. They are not merely aggregated from other online sources, nor are they originally prepared for another medium and simply re-purposed for the web.

o TIMELY. Our focused reporters continuously track and investigate the latest financial news. We update our web site dozens of times throughout the business day to keep our readers abreast of developing news stories.

o COMPREHENSIVE. We seek to achieve both depth and breadth of coverage. We aim to provide in-depth analysis that is more valuable to investors than a broadcast sound bite or a wire-service dispatch. We offer a broad range of content, community features and investment tools to meet the needs of a variety of individuals, from active investors to buy-and-hold stock purchasers to first-time Roth IRA contributors.

o TRUSTWORTHY. We aim to uphold the highest ethical and journalistic standards, striving to ensure that our stories are accurate, reliable and fair, and that staff members and outside contributors adhere to our rigorous disclosure and conflict-of-interest policy.

We believe our approach is effective. During 1998, our subscriber base grew more than 380% to approximately 32,000 at the end of the year; as of March 31, 1999, we had over 51,000 subscribers.

STRATEGY

Our objective is to establish TheStreet.com as the leading and most comprehensive financial news and information destination for investors. We aim to further develop a loyal community of readers in order to build our subscription base and attract advertisers. Our strategy includes the following key elements:

EXPAND OUR WEB SITE AS A COMPREHENSIVE FINANCIAL NEWS AND INFORMATION DESTINATION

We are building upon our comprehensive offerings so that readers can satisfy all of their financial and investing news and information needs without leaving our web site. For example, we are expanding our coverage of international markets, adding new community features such as message boards and enhancing the sophistication of our investment tools with offerings like real-time stock quotes. Through continued additions like these, we aim to give investors an informative, robust and entertaining user experience.

LEVERAGE OUR CONTENT TO MAXIMIZE REVENUE ACROSS A DIVERSE CUSTOMER BASE

To leverage our content across and derive greater revenues from a wider audience, we offer various levels of access to our content at different price points. We currently offer free content as well as paid premium content and in the future plan to add more customized offerings for both retail and professional investors. Free content builds our brand, increases traffic, broadens our base of prospective subscribers and expands opportunities for advertising revenues. Our

29

premium content offering includes a wide variety of breaking news, analysis, commentary and investment tools.

We are developing specialized, higher-priced products for both retail investors and financial professionals. To satisfy retail investors' demand for the customized delivery of content, we plan to add additional services such as increased personalization. We further believe that financial professionals represent a significant market opportunity for subscriptions and advertising revenue. We have built a sales group to target that audience through enterprise-wide sales and plan to develop specialized content for professionals. We believe these additions to our product line will allow us to maximize both our reach and our revenue per user.

CAPITALIZE ON READER DEMOGRAPHICS DESIRABLE TO ADVERTISERS

Our desirable reader demographic has enabled us to build a growing advertising business. To reach this attractive audience, our advertisers pay rates that we believe are among the highest of financial web sites. Our advertising revenues grew from approximately $118,000 in 1997 to approximately $2.5 million in 1998. By March 31, 1999 we had signed contracts for approximately $3.8 million in advertising revenues for the year, $1.3 million more than the total advertising revenues we generated in all of 1998. We expect that as we increase our traffic and expand our offering of news and commentary, community features and investment tools, we will continue to create significant opportunities both for increased financial services-related advertising as well as technology and luxury-goods advertising.

LEVERAGE STRATEGIC PARTNERSHIPS

We continue to build our subscriber base and brand awareness through both subscription distribution and content syndication relationships. Under subscription distribution relationships with online brokerages and other firms, we expect to sign up thousands of subscribers without incurring typical consumer marketing costs. For example, under our recent subscription distribution agreement with E*TRADE, the online broker purchases discounted subscriptions in bulk to distribute as a premium service to certain of its customers.

By syndicating our content to other leading sites, we expose our brand name and quality writing to millions of potential subscribers and drive additional traffic to our site. Under content syndication agreements with Yahoo!, America Online, Charles Schwab and other leading companies, we provide selected stories each day, at times on a delayed basis, for co-branded publication with a link to our site. Our content syndication agreements capitalize on the cost efficiencies of online delivery by creating additional value from stories already produced for our own site.

BUILD BRAND AWARENESS OF THESTREET.COM AND OUR WRITERS

We believe that increased brand awareness helps us attract additional traffic, subscribers, strategic partners, advertisers and talented employees. We engage in a comprehensive marketing and media-relations campaign to raise visibility and cultivate our brand identity. We advertise on television, print and online media and conduct innovative marketing campaigns. We also build the visibility of our individual writers. Our writers and their work have been featured or mentioned in publications such as The Wall Street Journal, The New York Times and Fortune. Contributor James Cramer and senior columnist Herb Greenberg appear regularly on CNBC, and Mr. Greenberg appears twice daily on KRON television, the San Francisco television affiliate of NBC.

30

OUR EDITORIAL STAFF AND OUTSIDE CONTRIBUTORS

We believe that our original, timely, comprehensive and trustworthy content is a competitive advantage. Our editorial staff consists of more than 50 professional reporters and editors who, together with two dozen outside contributors throughout the world, produce approximately 40 original news, analysis and commentary pieces each business day that are aimed at helping readers make informed investment decisions. We also publish additional features and news updates on weekends. Our editorial staff and outside contributors have broken numerous important stories, many of which have been cited by other publications such as The Wall Street Journal and The New York Times.

Recently, we were named as a finalist for the General Excellence in New Media category of the 1999 National Magazine Awards. The purpose of this category is "to honor an interactive publication that most effectively serves its intended audience and reflects an outstanding level of interactivity, journalistic integrity and service." Also, we were a 1999 winner of the Excellence in Financial Journalism Award sponsored by the New York State Society of Certified Public Accountants for our 1998 story package "Looking Out for the Shareholder".

Before joining TheStreet.com, many members of our editorial staff worked at other leading news organizations, including The Wall Street Journal, The New York Times, CNBC, Dow Jones News Service, SmartMoney, Bloomberg, Reuters and USA Today. Among our site's notable writers:

JAMES J. CRAMER. Mr. Cramer, a money manager, is an outside contributor to TheStreet.com and writes multiple columns each business day. Mr. Cramer also is a founder and director of TheStreet.com. In addition, Mr. Cramer writes for Time magazine and appears regularly on CNBC.

HERB GREENBERG. Mr. Greenberg, formerly of the San Francisco Chronicle, is a staffer and daily commentator. Mr. Greenberg also appears regularly on CNBC and writes a regular column for Fortune magazine. In addition, he provides business coverage twice each morning for KRON television, the San Francisco television affiliate of NBC.

BRENDA BUTTNER. Ms. Buttner, a former anchor of CNBC's The Money Club and winner of the network's first Cable Ace Award, is a regular outside contributor. Ms. Buttner profiles America's top mutual fund managers and comments on the mutual fund industry.

DAVE KANSAS. Mr. Kansas, our editor-in-chief, writes a column about market trends. Mr. Kansas worked at The Wall Street Journal for five years, most recently as a financial markets reporter. He has provided commentary for several television networks, including ABC, CBS, NBC, CNBC and CNN. His writing has appeared in The New Republic, Red Herring, Upside, The Industry Standard, Slate and the New York Observer.

ALEX BERENSON. Mr. Berenson, a senior staff writer, covers media and entertainment companies. Mr. Berenson was recently featured in a "Heroes" column in Brill's Content, a media magazine, for his coverage of Tel-Save Holdings (now Tel-Save.com). TheStreet.com was also named a finalist for the 1998 Investigative Reporters and Editors Awards for Mr. Berenson's coverage of Tel-Save.com.

JIM SEYMOUR. Mr. Seymour, a longtime commentator for PC Magazine and the founding editor-in-chief of PC/Computing magazine, writes about America's leading technology stocks as an outside contributor.

GARY B. SMITH. Mr. Smith, an individual investor who manages his own money using technical analysis, is an outside contributor who writes four times each week about technical analysis and at-home trading.

To ensure impartiality and prevent any conflict-of-interest or appearance of conflict, our editorial staff and outside contributors are required to abide by our strict compliance policy. According to this policy, our editorial

31

staffers are not permitted to individually own individual stocks (though they may, and most will, own equity in TheStreet.com). In addition, James Cramer, a money manager and outside contributor to, large stockholder of and director of TheStreet.com, has no control over the editorial content of TheStreet.com and, like our other contributors, is required to disclose his current positions in any of the stocks he writes about. Mr. Cramer's employment agreement prohibits him from discussing individual stocks with editorial staffers and limits his contact with the editorial staff to the editor-in-chief or his designee. See "Certain Transactions--Cramer Employment Agreements".

THESTREET.COM WEB SITE

We produce original coverage of Wall Street, money management and financial planning. Topics include the U.S. stock, bond and global financial markets, technology and other individual stocks, mutual funds, options, hedge funds, analysts, IPOs, online brokers, 401(k)s and taxes.

Our content currently falls into two categories: free and premium. The free areas of our site, currently accessible without registration or a subscription, include our regularly updated Markets coverage, most of our educational Basics section and many of our investment tools. Our premium content is available to those who have purchased a monthly, annual or multi-year subscription or who are currently registered for our 30-day free trial. It currently includes approximately 20 stock, technology, mutual fund, personal finance and international news stories and commentaries each business day; some investment tools; and all free areas of the site. Our premium content subscribers and free-trial members also receive market and news summaries via email twice daily.

The following is a detailed description of the various sections on TheStreet.com web site.

MARKETS

The Markets section is a free area that features approximately 20 stories throughout each business day, from about 8 a.m. until 8 p.m. Eastern time. These stories aim to keep readers abreast of:

o the latest movements of the major indices;

o the most active stocks;

o news from foreign markets;

o the direction of the bond market;

o earnings news;

o merger and acquisitions news; and

o other major market events.

Easy-to-read tables within the stories give readers a summary of index performance and earnings news, including corporate earnings surprises.

COMMENTARY

The most popular area on the site, our Commentary section is a premium area that includes columns from staffers and a network of outside contributors who write about topics such as money management, technical analysis, currency issues, industry analysis, macroeconomics, fundamental analysis, financial planning and mutual funds.

TECH STOCKS

The Tech Stocks section is a premium area that covers technology stocks. Our tech reporters, many of whom are located in our West Coast bureau in San Francisco, cover areas such as hardware, software, networking, semiconductors, the Internet and the Year 2000 problem. We also publish a separate technology stock update several times daily detailing the major news in the sector.

STOCK NEWS

The Stock News section is a premium area that includes coverage of companies outside of the technology sector, such as retail, media/entertainment, biotechnology, energy, brokerages/Wall Street and online brokers. It also includes our daily coverage of the options market.

FUNDS/TAXES

To assist our many readers who leave part or all of their stock selection to professional money managers, we have a premium area covering daily mutual fund news. Each day we answer an individual reader's fund question, with the Friday question dedicated to bonds.

32

Our tax and 401(k) coverage is also located here.

INTERNATIONAL

Recognizing that knowledge of international markets is vital to understanding the U.S. markets, we have a dedicated International section, which is a premium area. We have hired staffers in New York, San Francisco, London and Frankfurt and several contributors to provide coverage of foreign markets and some individual stocks. We expect to expand our international coverage in 1999 with the deployment of staffers in key financial markets in Europe and Asia.

BASICS

This mostly free section caters to readers who are gaining familiarity with the markets and investing. It features basic guides on stocks, bonds, mutual funds, options, taxes and financial planning.

COMMUNITY FEATURES

We offer several interactive features that help create a community atmosphere among our readers. We believe that developing a sense of community among our readers increases our brand awareness, increases the frequency and duration of reader visits and fosters loyalty to our site and our writers. Current community features include:

o email between our readers and our staff;

o polls that invite readers to vote on issues related to the latest financial and investing news; and

o regular chats featuring our top-name contributors and expert staffers hosted on Yahoo!, America Online, and other services.

In addition, we plan to introduce message boards and streaming audio programs.

INVESTMENT TOOLS

Committed to providing our readers with the most robust interactive experience that an online financial publication can offer, we feature a variety of interactive investment tools that enable users to conduct their own financial research. Among the investment tools we offer are:

o detailed stock quotes;

o intraday and historical stock charts;

o mutual fund quotes and scoreboards;

o summary company data;

o SEC filings; and

o a portfolio tracker.

We are currently working to enhance the investment tools offerings on our site, both in terms of volume and quality, to strengthen our position as a comprehensive financial news and information destination. Planned investment tools include real-time stock quotes and news wire feeds.

SUBSCRIPTION SALES

As of March 31, 1999, we had over 51,000 subscribers. Readers can choose either an annual subscription regularly priced at $99.95 or a monthly subscription regularly priced at $9.95. From time to time, we offer seasonal and special discounts and promotions. The number of our subscribers has risen each month since August 1997, when we began tracking that data. During the last six months, approximately 85% of our annual subscribers whose subscriptions came up for renewal, and 97% of our monthly subscribers, renewed their subscriptions.

We actively market our subscriptions by offering a 30-day free trial to our readers. Once these readers have signed up for the free trial, we seek to convert them to paid subscribers by allowing them access to all areas of our site. We also send them a series of targeted emails that highlight the benefits of membership. We continue to contact by email those readers whose free trials have expired without conversion.

We plan to launch an in-house subscription management system in 1999. We expect that this system will enhance our ability to convert free-trial members to paid subscribers through the use of customized emails and automated pop-up reminder messages. See "Risk Factors--Disruptions Associated with Moving Our Subscription Management System In-house May Harm Our Business".

As part of our efforts to increase our subscriber base, we have entered into subscription distribution agreements with online financial services firms. For example, under our

33

agreement with E*TRADE, which has a term through January 12, 2000, E*TRADE purchases bulk subscriptions at a discounted rate that it offers to certain new E*TRADE brokerage customers and to its existing Power E*TRADE customers (active customers).

In addition, in March 1999, we entered into a memorandum of understanding with DLJdirect, Inc., under which DLJdirect would purchase bulk subscriptions at a discounted rate that it would offer to its large account holders as well as to those persons who open an account with DLJdirect as a result of a promotion involving TheStreet.com. DLJdirect would also purchase bulk subscriptions at a discounted rate for all of its in-house professionals.

We have also increased the number of our subscribers through the efforts of our Professional Markets group, which has entered into agreements with 16 financial institutions to provide content to their financial professionals. See "--Professional Markets".

ADVERTISING SALES

We currently derive, and expect to continue to derive, a substantial portion of our revenues from advertising sales. We have established a desirable reader demographic that has enabled us to build a growing advertising business and charge rates that are, to our knowledge, among the highest of financial web sites. We have been able to attract an increasing number of advertisers, both within and beyond the financial services industry.

Our advertising revenues grew from approximately $118,000 in 1997 to approximately $2.5 million in 1998. In 1998, advertising revenues represented approximately 55% of our total revenue. We believe that our advertising revenues will continue to grow in 1999. By March 31, 1999, we had signed contracts for approximately $3.8 million in advertising revenues for 1999--$1.3 million more than the total advertising revenues we generated in all of 1998. In addition, our top three advertisers in terms of committed revenue in January 1999 also advertised with us in 1998. One advertiser increased its advertising commitment in 1999 from $250,000 to $1 million, and another increased its advertising commitment from $20,000 to $750,000. See "Risk Factors--We Depend on Our Top Advertisers for a Significant Portion of Our Advertising Revenues, and the Loss of One or More of Our Top Advertisers May Harm Our Business".

DEMOGRAPHICS

Our audience presents a desirable reader demographic for advertisers in the financial services, technology and luxury goods industries. According to @plan, a third-party neutral marketing research firm, the percentage of our readers who have portfolios over $250,000 is higher than at any other site surveyed in @plan's Spring 1999 study. Also, according to the same study, we have the highest percentage of readers who own securities. In addition, compared to the average Internet user surveyed by @plan, our readers are seven times more likely to trade stocks online. The survey research portion of the @plan system is conducted by The Gallup Organization.

In March 1999, our web site attracted approximately 970,000 unique visitors who generated nearly 14 million page views, as compared with approximately 280,000 unique visitors who generated over 7 million page views in December 1998. Our unique visitor information was based on data provided to us by DoubleClick Inc., a company that measures our users in connection with delivering advertisements on our web site.

A unique visitor is a person who visits TheStreet.com site from a particular personal computer. A person who makes multiple visits from the same computer in a given time period is only counted once. A page view means one person's download of one page of our web site.

OTHER FACTORS ATTRACTIVE TO ADVERTISERS

In addition to our desirable reader demographics, advertisers seek a presence on TheStreet.com for a number of other reasons, including:

o LONG DURATION AND HIGH FREQUENCY OF VISITS. In the first quarter of 1999 our subscribers and free-trial members spent an average of 23 minutes per visit on our site. We believe this duration compares favorably to the time spent by readers on other financial sites. However, this time period may decrease as our base of free-trial members expands. Further, according to a study conducted in October 1998 by NFO Interactive for TheStreet.com, approximately 77% of our subscribers visit our site at least once every day.

34

o PAID SUBSCRIBERS. Our subscribers have already demonstrated a willingness to pay for products and services online by virtue of their having subscribed to TheStreet.com. This trait is highly attractive to advertisers seeking to encourage online sales of their products and services.

o OUR MARKETING EFFORTS. Advertisers like the fact that we conduct an extensive marketing and media relations campaign to increase the visibility of our site.

o OUR EDITORIAL CONTENT. Many advertisers like to associate their products and services with our original, timely and trustworthy editorial content.

OUR ADVERTISING SALES DEPARTMENT

We have maintained an internal, direct advertising sales department since 1997. As of March 31, 1999, our advertising sales department consisted of 11 employees. By using a direct sales force rather than outsourcing advertising sales, we control our advertising relationships and are better able to serve our clients.

ADVERTISING OPPORTUNITIES AT THESTREET.COM

We offer a variety of advertising options that may be purchased individually or in packages, such as "run-of-site" banner advertisements that run throughout our web site, for which our current rate card CPM (cost per thousand impressions) ranges from $51 to $57; premium positioning advertising featuring targeted advertisements for which our current rate card CPM ranges from $60 to $68; sponsorships, which run in a fixed area of our web site for a set duration; and advertising on our twice-daily email bulletins delivered to our subscribers and free-trial readers, for which our current rate card CPM ranges from $30 to $52.

OUR ADVERTISERS

In 1998, 61 advertisers advertised on our web site. In 1998, our top advertiser accounted for approximately 40%, and our top five advertisers accounted for approximately 67%, of our advertising revenues. Historically, advertisers on TheStreet.com have mainly come from the financial services industry. However, in 1998 we added well-known non-financial brands, including Volvo, Mercedes, and Stolichnaya Vodka to our roster of advertisers. In addition, in 1999 we have added several new advertisers, including Chase Manhattan Bank, Multex.com, and Compaq.

The following is a list of our top ten brokerage and non-brokerage advertisers in 1998:

                           TOP 10 BROKERAGE ADVERTISERS

American Express Financial Direct                                    Fidelity
            Ameritrade                                           On-Site Trading
              Datek                                               Polar Trading
            DLJdirect                                             Quick & Reilly
             Dreyfus                                          Web Street Securities

                         TOP 10 NON-BROKERAGE ADVERTISERS

     American Stock Exchange                                 Kinsella Communications
Chicago Board of Options Exchange                                    Mercedes
           horsesmouth                                             SAP America
            INVESTools                                              Stockgenie
              Janus                                                   Volvo

In addition, we believe that investor relations professionals increasingly are recognizing that both the sophisticated individual investor and the professional investor are turning to the web for timely information. As a leading online financial news and information site, we believe we will benefit from this trend. Some companies that have run investor relations advertising on our site include ITT Industries, SAP America and Intimate Brands.

35

MARKETING

We pursue a variety of marketing initiatives designed to build brand awareness, increase traffic to our site and accelerate subscription growth. These initiatives include advertising in every major category of media, establishing strategic distribution relationships with leading companies, maintaining a well-trained team of in-house customer service representatives, developing brand extensions and engaging in an ongoing media-relations campaign.

ADVERTISING CAMPAIGN

Advertisements for TheStreet.com appear in a variety of online and offline media, including:

o cable television networks, including CNBC;

o local and network radio, including Westwood One, WFAN and WNEW;

o newspapers, including The Wall Street Journal and The New York Times;

o print magazines, including Fortune and SmartMoney;

o outdoor locations, including phone kiosks, moving and stationary billboards and train platforms;

o in-flight advertising, including flights on United Airlines, Northwest Airlines and US Airways; and

o online sites, including SmartMoney.com and Bloomberg.com.

CONTENT SYNDICATION

We have established content syndication agreements with leading companies to increase recognition of our brand and attract new readers to TheStreet.com site. Key partners with whom we have content syndication and promotion agreements include:

o YAHOO! Under our agreement with Yahoo!, which has a term through December 31, 1999, we syndicate approximately five stories daily, some delayed, for co-branded publication on Yahoo! Finance. Each of our stories published on Yahoo! Finance contains direct links to our site and sign-up page. In addition, we host approximately four online chats on Yahoo! Chat each month, featuring our writers or special guests. In 1998, such special guests included John Bogle, senior chairman of the Vanguard Group; Maria Bartiromo, anchor for CNBC; and Christos Cotsakos, chairman and CEO of E*TRADE Group. These chats have helped us raise the profile of our staff and expose our brand to millions of Yahoo! users.

In February 1999, we signed an agreement with Yahoo! that provides for our stories to be "indexed" on Yahoo! Finance. Under this agreement, every request by a user of Yahoo! Finance for a stock or mutual fund quote pulls up a list of stories from TheStreet.com about that stock or fund. These headlines link directly to our site so that readers can click straight through to TheStreet.com. If the story is in our free area, the readers click straight into the story. If it's a premium story, and if the reader is not a free-trial member or subscriber of TheStreet.com, the reader is offered the opportunity to register for a free trial.

o AMERICA ONLINE. Under our agreement with America Online, which has a term through July 23, 1999, we have a dedicated TheStreet.com area on AOL's Personal Finance channel, where we post stories each day. The area features prominent links to our web site. As part of the agreement, AOL users receive a 20% discount when they purchase a new subscription to TheStreet.com. The agreement also provides for regular live TheStreet.com chat events on AOL, typically two each month. We are in the process of renegotiating this agreement with America Online. However, we cannot assure you that we will be able to renegotiate this agreement on terms that are favorable to us or at all.

o INTUIT. Under our agreement with Intuit, which has a term through March 20, 2000, Intuit includes certain of our stories in a package of financial news and information that it provides to certain sites such as Quicken.com, AOL.com, Excite and Webcrawler. Such stories include our logo and a prominent link to a free-trial sign-up page.

o ABCNEWS.COM. Our agreement with ABCNEWS.com, which has a term through May 1, 1999, provides for the co-branded publication of five of our stories each day on the ABCNEWS.com site. Our logo and links to our site appear prominently on the Business section of the ABCNEWS.com page.

36

o 3COM. Under our agreement with 3Com, which terminates one year from the commercial release of the forthcoming Palm VII hand-held organizer, users of the organizer will be able to access branded financial markets stories by TheStreet.com via a remote wireless connection to the Internet.

o UNITED FEATURE SYNDICATE. Our agreement with United Feature Syndicate, which has a term through February 14, 2000, provides for the syndication of articles from our site to numerous print newspapers. The newspaper articles are credited to TheStreet.com, extending the brand to readers of newspapers around the country.

We distribute content to many other leading web sites, including those of DLJdirect, Charles Schwab and the Chicago Board Options Exchange.

THESTREET.COM INTERNET SECTOR AND E-COMMERCE INDICES

In conjunction with the Philadelphia Stock Exchange and the Susquehanna Investment Group, we created TheStreet.com Internet Sector, an index of 20 Internet stocks. Options based on the index began trading in December 1998. Since its launch, TheStreet.com Internet Sector has been mentioned or featured on prominent news outlets including The New York Times, The Wall Street Journal, the Los Angeles Times and CNBC. Additionally, in conjunction with the American Stock Exchange and Susquehanna Investment Group, in February 1999 we created TheStreet.com E-Commerce Index, an index of 15 electronic commerce stocks.

MEDIA RELATIONS

TheStreet.com engages in an ongoing media-relations campaign. In 1998, TheStreet.com, our writers and our stories were mentioned or featured in more than 400 reports by more than 40 news outlets, including The Wall Street Journal, The New York Times, USA Today, The Financial Times, ABC News, CNN and Newsweek. Two of our daily commentators, James Cramer and Herb Greenberg, make regularly scheduled television appearances, and our West Coast bureau chief, Cory Johnson, appears daily on a radio program that we sponsor. These appearances help increase our brand awareness and build our reputation and that of our writers.

UPCOMING TELEVISION SHOW

In April 1999, we entered into a memorandum of understanding with News America Incorporated to co-produce a television show with the Fox News Network. The show will feature TheStreet.com brand name, editorial staff and outside contributors and will be cablecast on Fox News Channel. We believe that the cablecasting of this television show will significantly boost our brand awareness as well as further raise the profile of our writers.

CUSTOMER SERVICE

Customer service is a critical element of our marketing strategy. Because TheStreet.com is published online, we can interact with our readers much more easily than traditional print publications or broadcast media companies. In November 1998, for example, we had approximately 15,000 reader contacts, from a base of about 50,000 individuals, including subscribers and readers in their 30-day free trial. As of March 31, 1999, our customer service department had 21 personnel.

PROFESSIONAL MARKETS

TheStreet.com appeals to a broad range of financial professionals, including analysts, money managers and financial advisors. Our October 1998 subscriber study conducted by NFO Interactive showed that approximately 25% of our subscribers were financial professionals. In 1998 and 1999, our Professional Markets group entered into agreements with 16 financial institutions, including PaineWebber, BT Alex. Brown, Fidelity and Deutsche Bank, to provide them with our content delivered according to their transmission needs. Through such arrangements, we currently reach approximately 5,800 financial professionals.

In addition, we are devoting significant resources to our Professional Markets group, as we believe that subscription sales to this market will be significant and that financial professionals will provide a desirable reader demographic to advertisers.

We plan to develop new products that will be customized to better satisfy the exacting needs of financial professionals. We expect these products will feature information, news, commentary, data and investment tools of particular relevance to financial professionals.

37

COMPETITION

An increasing number of financial news and information sources compete for consumers' and advertisers' attention and spending. We expect this competition to continue to increase. We compete for advertisers, readers, staff and outside contributors with many types of companies, including:

o online services or web sites focused on business, finance and investing, such as MarketWatch.com, The Wall Street Journal Interactive Edition and The Motley Fool;

o publishers and distributors of traditional media, including print, radio and television, such as The Wall Street Journal, Fortune, Bloomberg Business Radio and CNBC;

o providers of terminal-based financial news and data, such as Bloomberg Business News, Reuters News Service, Dow Jones Markets and Bridge News Service;

o web "portal" companies, such as Yahoo! and America Online; and

o online brokerage firms, many of which provide financial and investment news and information, such as Charles Schwab and E*TRADE.

Our ability to compete depends on many factors, including the originality, timeliness, comprehensiveness and trustworthiness of our content and that of competitors, the ease of use of services developed either by us or our competitors and the effectiveness of our sales and marketing efforts.

Many of our existing competitors, as well as a number of potential new competitors, have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical and marketing resources than we do. This may allow them to devote greater resources than we can to the development and promotion of their services. These competitors may also engage in more extensive research and development, undertake more far-reaching marketing campaigns, adopt more aggressive pricing policies (including offering their financial news for free) and make more attractive offers to existing and potential employees, outside contributors, strategic partners and advertisers. Our competitors may develop content that is equal or superior to ours or that achieves greater market acceptance than ours. It is also possible that new competitors may emerge and rapidly acquire significant market share. We may not be able to compete successfully for readers, staff and outside contibutors which could have a material adverse effect on our business, results of operations and financial condition. Increased competition could result in price reductions, reduced margins or loss of market share, any of which could materially adversely affect our business, results of operations and financial condition.

We also compete with other web sites, television, radio and print media for a share of advertisers' total advertising budgets. If advertisers perceive the Internet or our web site to be a limited or an ineffective advertising medium, they may be reluctant to devote a portion of their advertising budget to Internet advertising or to advertising on our web site.

INFRASTRUCTURE, OPERATIONS & TECHNOLOGY

TheStreet.com's technological infrastructure is built and maintained for reliability, security and flexibility. This infrastructure is hosted primarily at Exodus Communications' facility in Jersey City, New Jersey, which is equipped with an uninterruptible power supply.

We have made, and expect to continue to make, technological improvements that we expect will reduce costs and increase our advertising sales and subscription base. Our content-management system allows our stories to be prepared for publication in a number of output formats. This feature enables us to distribute our stories to multiple destinations economically. Our subscription management system is currently based on the Starwave Corporation's commerce system-based application. We are currently developing a new subscription management system that is scheduled to launch in 1999. We expect that this new system will be based on technology provided by Art Technology Group and Clear Commerce and will be hosted at Exodus Communications' facility. We expect that this system will allow us to communicate automatically with readers during their free-trial period and to make a wide variety of customized subscription offers available to potential subscribers. We are also constructing our systems to capture information on reader

38

behavior that will be stored in a data warehouse. We expect that this will allow us to segment our reader population, enabling us to personalize our services for the individual reader and allowing our advertisers to target better their intended audience. Our operations are dependent on our ability and that of Exodus to protect our systems against damage from fire, earthquakes, power loss, telecommunications failure, break-ins, computer viruses, hacker attacks and other events beyond our control. See "Risk Factors--Disruptions Associated with Moving Our Subscription Management System In-house May Harm Our Business" and "Risk Factors--We Face a Risk of System Failure that May Result in Reduced Traffic, Reduced Revenue and Harm to Our Reputation".

INTELLECTUAL PROPERTY

To protect our rights to intellectual property, we rely on a combination of trademark, copyright law, trade secret protection, confidentiality agreements and other contractual arrangements with our employees, affiliates, clients, strategic partners and others. The protective steps we have taken may be inadequate to deter misappropriation of our proprietary information. We may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. We have registered certain of our trademarks in the United States and we have pending U.S. applications for other trademarks. Effective trademark, copyright and trade secret protection may not be available in every country in which we offer or intend to offer our services. Failure to adequately protect our intellectual property could harm our brand, devalue our proprietary content and affect our ability to compete effectively. Further, defending our intellectual property rights could result in the expenditure of significant financial and managerial resources, which could materially adversely affect our business, results of operations and financial condition. Although we believe that our proprietary rights do not infringe on the intellectual property rights of others, other parties may assert infringement claims against us or claims that we have violated a patent or infringed a copyright, trademark or other proprietary right belonging to them. These claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources on our part, which could materially adversely affect our business, results of operations and financial condition. We incorporate certain licensed third-party technology in some of our services. In these license agreements, the licensors have generally agreed to defend, indemnify and hold us harmless with respect to any claim by a third party that the licensed software infringes any patent or other proprietary right. We cannot assure you that these provisions will be adequate to protect us from infringement claims. Any infringement claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources on our part, which could materially adversely affect our business, results of operations and financial condition. See "Risk Factors--Failure to Protect Our Intellectual Property Rights Could Harm Our Brand-Building Efforts and Ability to Compete Effectively".

EMPLOYEES

As of March 31, 1999, we had 138 full-time employees, of which 56 worked in editorial, nine in marketing and media relations, 11 in advertising, five in professional markets, 20 in technology, five in art, 21 in customer service and 11 in finance/administration. We have never had a work stoppage and no personnel are represented under collective bargaining agreements. We consider our relations with our employees to be good.

FACILITIES

Our principal administrative, sales, marketing, technology and editorial facilities are located in approximately 22,500 square feet of office space in New York, New York. We are seeking larger facilities, into which we expect to move in the second half of 1999. Our West Coast bureau is located in approximately 3,200 square feet of office space in San Francisco, California. Our communications and network infrastructure is hosted at Exodus Communications in Jersey City, New Jersey, except for our commerce database, which is currently hosted by the Starwave Corporation in Seattle, Washington.

39

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth information regarding the executive officers, directors and key employees of TheStreet.com:

NAME                                                    AGE   POSITION
-----------------------------------------------------   ---   -----------------------------------------------------
Executive Officers and Directors
Kevin W. English.....................................   46    Chairman of the Board of Directors, Chief Executive
                                                                Officer and President (Class III)
Dave Kansas..........................................   32    Editor-in-Chief and Director (Class II)
Paul Kothari.........................................   45    Vice President and Chief Financial Officer
Michael S. Zuckert...................................   40    Vice President and General Counsel
Jerry Colonna(1).....................................   35    Director (Class II)
James J. Cramer......................................   44    Director (Class I)
Edward F. Glassmeyer(1)(2)...........................   57    Director (Class II)
Martin Peretz........................................   59    Director (Class I)
Fred Wilson(2).......................................   37    Director (Class III)
Michael Golden.......................................   49    Director (Class I)

Key Employees
Brendan Amyot........................................   34    Vice President and General Manager--Consumer Markets
Simon Clark..........................................   33    Vice President and General Manager--International
                                                                Markets
Dawn M. Kikel........................................   33    Vice President--Advertising Sales
Dan Woods............................................   38    Vice President and Chief Technology Officer


(1) Member of the compensation committee

(2) Member of the audit committee

KEVIN W. ENGLISH has served as chief executive officer and president of TheStreet.com since October 1998. He was appointed chairman of the board in December 1998. Before joining TheStreet.com, he served as the vice president and general manager of the Nexis Enterprise Group, a division of Lexis-Nexis, from February 1998 to October 1998. From September 1997 to February 1998, Mr. English served on a special assignment, reporting to the chairman of Reed Elsevier, the parent company of Lexis-Nexis. Mr. English served as vice president of sales and marketing of Lexis-Nexis from May 1995 to September 1997 and as a senior director from 1994 to May 1995.

DAVE KANSAS has served as editor-in-chief of TheStreet.com since April 1997 and has served as a director of TheStreet.com since May 1998. He served as its executive editor from September 1996 to April 1997. From October 1992 to September 1996, Mr. Kansas held a variety of positions at The Wall Street Journal, most recently as a financial markets reporter.

PAUL KOTHARI has served as vice president and chief financial officer of TheStreet.com since February 1999. From February 1998 to February 1999, Mr. Kothari was the chief financial officer at International Telecommunication Data Systems, Inc., a wireless billing and customer care service company. From August 1993 to January 1998, Mr. Kothari was the vice president of finance at Bellcore, a telecommunications company.

MICHAEL S. ZUCKERT has served as vice president and general counsel of TheStreet.com since February 1999. From 1987 to January 1999, Mr. Zuckert held a variety of positions within the legal department of Morgan Stanley Dean Witter & Co., most recently as a principal.

JERRY COLONNA has served as a director of TheStreet.com since May 1998. In 1996,

40

Mr. Colonna co-founded Flatiron Partners, an Internet-focused, early-stage venture capital firm, and has served as a managing partner since its inception. In February 1995, Mr. Colonna joined CMG@Ventures, an Internet-focused venture capital firm, as a founding partner. Prior to joining CMG@Ventures, Mr. Colonna worked for nearly 10 years at CMP Publications, a technology publishing firm. Mr. Colonna also serves as a director of GeoCities, Inc.

JAMES J. CRAMER is a co-founder and outside contributor of TheStreet.com. Mr. Cramer has served as a director of TheStreet.com since May 1998, and served as co-chairman from June 1996 to December 1998. Mr. Cramer founded and has served as a president and director of Cramer, Berkowitz & Co., a hedge fund, since its inception in 1987.

EDWARD F. GLASSMEYER has served as a director of TheStreet.com since December 1998. Mr. Glassmeyer co-founded Oak Investment Partners, a venture capital firm with $1.6 billion of committed capital, in November 1978. Mr. Glassmeyer serves as a director of Mobius Management Systems, Inc., a software infrastructure provider for Internet-based bill presentment and payment and is a director of several privately held Oak portfolio companies in the information technology sector.

MARTIN PERETZ is a co-founder of TheStreet.com. Dr. Peretz has served as a director of TheStreet.com since May 1998. He served as co-chairman of TheStreet.com from June 1996 to December 1998. Since 1974, Dr. Peretz has served as the editor-in-chief and chairman of The New Republic. He has been a member of the faculty of Harvard University since 1966. Dr. Peretz also serves as a director of 11 mutual funds managed by the Dreyfus-Mellon Bank Group, of LeukoSite, a publicly traded biotechnology company, and of The Electronic Newstand, Inc., a web site specializing in the sale of magazine subscriptions.

FRED WILSON has served as a director of TheStreet.com since May 1998. In 1996, Mr. Wilson co-founded Flatiron Partners, an Internet-focused, early-stage venture capital firm, and has served as a managing partner since its inception. Prior to Flatiron Partners, Mr. Wilson worked at Euclid Partners, an early stage venture capital firm, for 10 years where he served as general partner from 1991 to 1996.

MICHAEL GOLDEN has served as a director of TheStreet.com. since March 1999. Mr. Golden has worked for The New York Times Company since 1984. Since October 1997, he has served as its vice chairman and senior vice president. From January 1996 to October 1997, he was the New York Times' vice president for operations development. From October 1994 to January 1996, Mr. Golden was the executive vice president and publisher of Tennis Magazine, a New York Times publication. From September 1991 to October 1994, he was the executive vice president and general manager of the New York Times' women's publishing division.

BRENDAN AMYOT has served as vice president and general manager--consumer markets of TheStreet.com since January 1999. Mr. Amyot served in several positions at TheStreet.com from August 1996 to January 1999. From January 1995 to August 1996, Mr. Amyot was the associate consumer marketing director at Entertainment Weekly. From March 1993 to December 1994, Mr. Amyot was the circulation director at Vibe.

SIMON CLARK has served as vice president and general manager--international markets since February 1999. From December 1997 to February 1999, he served as chief financial officer and vice president of operations of TheStreet.com, and from June 1997 to November 1997 he served as director of finance. From January 1992 to June 1997, Mr. Clark held several positions at Reuters, most recently as the director of corporate web sites.

DAWN M. KIKEL has served as vice president--advertising sales of TheStreet.com since October 1997. From June 1996 to September 1997, Ms. Kikel worked for Institutional Investor Inc. as publisher of Infrastructure Finance, a global magazine focusing on project and public finance in the infrastructure market, and as industry director--money management for Institutional Investor Magazine from January 1993 to May 1996.

DAN WOODS has served as vice president and chief technology officer of TheStreet.com since May 1998. From June 1995 to April 1998,

41

Mr. Woods served as director of editorial technology for Time New Media's Pathfinder web site. From 1992 to May 1995, he worked as a database editor at the News & Observer, a newspaper in Raleigh, North Carolina.

CLASSIFIED BOARD OF DIRECTORS

Our board of directors is divided into three classes of directors serving staggered three-year terms. As a result, approximately one-third of the board of directors will be elected each year. These provisions, together with the provision of our amended and restated certificate of incorporation, allow the board of directors to fill vacancies of or increase the size of the board of directors, and may deter a stockholder from removing incumbent directors and filling such vacancies with its own nominees in order to gain control of the board.

Our board has resolved that Mr. Golden, Mr. Cramer and Dr. Peretz will serve as Class I Directors whose terms expire at the 2000 annual meeting of stockholders. Mr. Colonna, Mr. Glassmeyer and Mr. Kansas will serve as Class II directors whose terms expire at the 2001 annual meeting of stockholders. Mr. English and Mr. Wilson will serve as Class III directors whose terms expire at the 2002 annual meeting of stockholders.

BOARD COMMITTEES

We have established an audit committee and a compensation committee. The audit committee reviews our internal accounting procedures and considers and reports to the board of directors with respect to other auditing and accounting matters, including the selection of our independent auditors, the scope of annual audits, fees to be paid to our independent auditors and the performance of our independent auditors. The audit committee currently consists of Mr. Glassmeyer and Mr. Wilson. The compensation committee reviews and recommends to the board of directors the salaries, benefits and stock option grants of all employees, consultants, directors and other individuals compensated by us. The compensation committee also administers our stock option and other employee benefits plans. The compensation committee currently consists of Mr. Glassmeyer and Mr. Colonna.

DIRECTOR COMPENSATION

Directors do not currently receive any compensation for serving on the board of directors, although they are reimbursed for reasonable travel expenses incurred in connection with attending board of directors and committee meetings.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The compensation committee makes all compensation decisions. Prior to the formation of the compensation committee in June 1998, our board of directors made decisions relating to compensation of our executive officers. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of our board of directors or compensation committee. Our compensation committee currently consists of Mr. Colonna and Mr. Glassmeyer, neither of whom has ever been an officer or employee of TheStreet.com. Mr. Cramer served as a member of the compensation committee from June 1998 to February 1999, when Mr. Glassmeyer was appointed to the compensation committee. During his tenure on the compensation committee, Mr. Cramer, an outside contributor to TheStreet.com, participated in all decisions relating to compensation of our executive officers, but was excluded from discussions by the board of directors regarding his own compensation. See "Certain Transactions".

EMPLOYMENT AGREEMENTS

In October 1998, we entered into an employment agreement with Mr. Kevin English, our chairman of the board, chief executive officer and president. This agreement provides for an annual base salary of $350,000. Mr. English is also eligible to receive a bonus of up to $100,000 for each fiscal year during which he is employed upon the achievement of quarterly and annual objectives, plus any additional bonus compensation awarded in the sole discretion of the compensation committee. As part of this agreement, we granted Mr. English, a stock option to purchase 400,000 shares of common stock at an exercise price of $0.15 per share. The stock

42

option becomes exercisable at a rate of 25% annually, commencing in October 1999. In December 1998, we completed an equity financing and Mr. English received a stock option to purchase 121,316 shares of common stock at an exercise price of $0.15 per share. The option becomes exercisable 25% annually commencing in October 1999. In March 1999, in accordance with his October stock option agreement, we granted Mr. English a stock option to purchase an additional 345,351 shares of common stock at an exercise price of $3.00 per share, of which the option to purchase 83,333 shares vested as of March 31, 1999. The option to purchase the remaining 262,018 shares becomes exercisable 25% annually commencing in October 1999.

As of January 1999, Mr. English also receives the use of a one-bedroom corporate apartment, a monthly parking spot, term life insurance in the amount of $500,000 and disability insurance paying not less than $180,000 per year. If Mr. English's employment agreement is terminated for reasons other than a disability, for cause or due to a liquidation, dissolution or shutdown of our business, or if Mr. English should resign for good reason, he will be entitled to receive his remaining earned but unpaid salary, any bonus earned through the most recently ended fiscal quarter and an amount equal to his then current annual base salary. We maintain a key person life insurance policy for Mr. English. Mr. English's employment agreement terminates in December 2003.

In September 1996, we entered into an employment agreement with Dave Kansas, our editor-in-chief and a director. Mr. Kansas' employment agreement provides for an annual base salary of $130,000, subject to annual review by the compensation committee. Under the agreement, Mr. Kansas is eligible to receive an annual bonus of up to 30% of his annual base salary. However, the compensation committee has discretion to grant Mr. Kansas a bonus in excess of such amount and, in 1998, Mr. Kansas received $78,769 as a bonus. The employment agreement terminates on August 30, 1999.

In May 1998, we entered into an employment agreement with Simon Clark, our vice president and general manager--international markets. Mr. Clark's employment agreement provides for an annual base salary of $150,000. The compensation committee will review Mr. Clark's salary annually. The employment agreement terminates on August 30, 1999.

In May 1998, we entered into an employment agreement with Brendan Amyot, our vice president and general manager--consumer markets. Mr. Amyot's employment agreement provides for an annual base salary of $130,000. The compensation committee will review Mr. Amyot's salary annually. The employment agreement terminates on August 30, 1999.

43

EXECUTIVE COMPENSATION

The following table sets forth the compensation earned for all services rendered to us in all capacities during 1998 by our chief executive officer and our four most highly compensated executive officers, other than our chief executive officer, who earned more than $100,000 in 1998 and who were serving as executive officers at the end of 1998. As of January 1999, Mr. Clark and Mr. Amyot ceased to be executive officers of TheStreet.com.

SUMMARY COMPENSATION TABLE

                                                                                                    LONG-TERM
                                                                                                   COMPENSATION
                                                                                 ANNUAL              AWARDS
                                                                             COMPENSATION(1)       SECURITIES
                                                                FISCAL    ---------------------    UNDERLYING
NAME AND PRINCIPAL POSITION                                     YEAR      SALARY         BONUS     OPTIONS (#)
-------------------------------------------------------------   ------    -------       -------    ------------
Kevin W. English, Chairman of the Board,
  Chief Executive Officer and President(2)...................    1998     $71,791       $25,000        521,316
Dave Kansas, Editor-in-Chief and Director....................    1998     130,000        78,769        105,758
Simon Clark, Chief Financial Officer and Vice
  President--Operations(3)...................................    1998     150,000        25,944         30,303
Brendan Amyot, Vice President--Business Development and
  Marketing..................................................    1998     130,000        26,064         30,303


(1) The column for "Other Annual Compensation" has been omitted because there is no compensation required to be reported in that column. The aggregate amount of perquisites and other personal benefits provided to each officer listed above is less than 10% of the total annual salary and bonus of that officer.

(2) Mr. English joined TheStreet.com in October 1998. See "--Employment Agreements".

(3) Mr. Clark served as our chief financial officer and vice president--operations until February 1999 when he became vice president and general manager--international markets of TheStreet.com.

44

OPTION GRANTS IN FISCAL YEAR

The following table sets forth information regarding stock options granted to our officers listed on the Summary Compensation Table for 1998. We have never granted any stock appreciation rights.

                                                                                              POTENTIAL REALIZABLE
                                                     INDIVIDUAL GRANTS(1)                       VALUE AT ASSUMED
                                    ------------------------------------------------------      ANNUAL RATES OF
                                                  PERCENT OF                                         STOCK
                                    NUMBER OF     TOTAL OPTIONS                                PRICE APPRECIATION
                                    SECURITIES    GRANTED TO                                          FOR
                                    UNDERLYING    EMPLOYEES        EXERCISE                      OPTION TERM(3)
                                     OPTIONS      IN FISCAL        PRICE PER    EXPIRATION    --------------------
NAME                                GRANTED(#)    YEAR(%)(2)        SHARE         DATE           5%         10%
---------------------------------   ----------    -------------    ---------    ----------    --------    --------
Kevin W. English(4)..............      400,000(5)      24.0%         $0.15       10/18/08     $461,246    $769,998
                                       121,316(5)       7.3           0.15       12/20/08      574,636     925,790
Dave Kansas(6)...................       75,758(7)       4.6           0.03        5/06/03       75,080      95,334
                                        30,000(7)       1.8           0.03        6/30/03       29,731      37,752
Simon Clark(8)...................       30,303(7)       1.8           0.03        5/06/03       30,031      38,134
Brendan Amyot(9).................       30,303(7)       1.8           0.03        5/06/03       30,031      38,134


(1) All options were granted under the Amended and Restated 1998 Stock Incentive Plan. The options shown in this table, except as otherwise indicated below, become exercisable at a rate of 25% annually over four years from the date of grant. See "--1998 Stock Incentive Plan".

(2) In 1998, we granted options to employees to purchase an aggregate of 1,663,953 shares of common stock.

(3) Potential realizable value is based on the assumption that our common stock appreciates at the annual rate shown, compounded annually, from the date of grant until the expiration of the five or ten-year term as applicable. These numbers are calculated based on Securities and Exchange Commission requirements and do not reflect our projection or estimate of future stock price growth. Potential realizable values are computed by multiplying the number of shares of common stock subject to a given option by the fair market value on the date of grant, as determined by our Board of Directors, assuming that the aggregate stock value derived from that calculation compounds at the annual 5% or 10% rate shown in the table for the entire five or ten-year term of the option and subtracting from that result the aggregate option exercise price. Assuming an initial public offering price of $12.00 per share, the potential realizable value at assumed annual rates of stock price appreciation will increase. Mr. English's 400,000 options will have a potential realizable value of $7,758,400 and $12,390,000 at assumed annual rates of stock price appreciation of 5% and 10%, respectively. Mr. English's 121,316 options will have a potential realizable value of $2,353,045 and $3,757,764 at assumed annual appreciation rates of 5% and 10%, respectively. Mr. Kansas' 75,758 options will have a potential realizable value of $1,157,961 and $1,461,826 at assumed annual appreciation rates of 5% and 10%, respectively. Mr. Kansas' 30,000 options will have a potential realizable value of $458,550 and $578,880 at assumed annual appreciation rates of 5% and 10%, respectively. Mr. Clark's and Mr. Amyot's 30,303 options will have a potential realizable value of $463,181 and $584,727 at assumed annual appreciation rates of 5% and 10%, respectively.

(4) The option granted to Mr. English vests fully if any of the following occurs: (i) there is a change of control as defined in his employment agreement; (ii) we fail to renew Mr. English's employment agreement; or
(iii) Mr. English's employment agreement is terminated for good reason, which includes a reduction in his responsibilities or compensation, relocation of Mr. English or a merger or asset sale in which the acquiring entity does not assume our obligations under Mr. English's employment agreement. If Mr. English's employment agreement is terminated for good reason before October 1999, 50% of the shares underlying the option vest fully. If his employment agreement is terminated for good reason before October 2000, 75% vest, and if his employment agreement is terminated for good reason before October 2001, 100% vest. In

(Footnotes continued on next page)

45

(Footnotes continued from previous page)
addition, Mr. English may exercise this option by cash, or through cashless exercise subject to the approval of our management and board of directors.

(5) The options to purchase 400,000 and 121,316 shares were granted to Mr. English at an exercise price of $0.15 per share. The fair market value on the date of these grants was $0.80 and $3.00 per share, respectively. The potential realizable value at assumed annual rates of stock price appreciation has been calculated using the fair market value per share on the date of grant.

(6) As a result of the limited liability company agreement of TheStreet.com, L.L.C., Dave Kansas, Simon Clark, Brendan Amyot, and two other employees were entitled to receive Class C-1 Units in the TheStreet.com, L.L.C. The limited liability company agreement provided that in the event of the merger of the TheStreet.com, L.L.C. with and into TheStreet.com, Inc., each employee's entitlement to the Class C-1 Units would terminate and be replaced by an option to purchase shares of common stock of TheStreet.com based upon the conversion ratio set forth in the merger agreement. TheStreet.com, L.L.C. merged with and into TheStreet.com in May 1998. In connection with the merger, Mr. Kansas was granted an option to purchase 75,758 shares of common stock in exchange for the 1,250 Class C-1 Units that he was entitled to receive under the limited liability agreement. The option fully vested on October 1, 1998, on which date Mr. Kansas exercised the option. The 75,758 shares of common stock issued to Mr. Kansas upon the option exercise were contributed to us as a result of a share contribution agreement, dated May 7, 1998, between us and Peretz Partners, L.L.C. The terms of the share contribution agreement require Peretz Partners to contribute to us an aggregate of 196,970 shares of common stock in connection with options granted to Brendan Amyot, Dave Kansas, Simon Clark and two other employees. See "Certain Transactions--Share Contribution Agreement".

(7) The fair market value on the date of grant for these options was $0.80 per share.

(8) In connection with the merger of the TheStreet.com, L.L.C. into TheStreet.com, Inc., Mr. Clark was granted an option to purchase 30,303 shares of common stock in exchange for the 500 Class C-1 Units that he was entitled to receive under the limited liability company agreement. The option vested fully on June 1, 1998, on which date Mr. Clark exercised the option. The 30,303 shares of common stock issued to Mr. Clark were contributed to us as a result of the share contribution agreement.

(9) In connection with the merger of the TheStreet.com, L.L.C. into TheStreet.com, Inc., Mr. Amyot was granted an option to purchase 30,303 shares of common stock in exchange for the 500 Class C-1 Units that he was entitled to receive under the limited liability company agreement. This option vested fully on April 1, 1999, on which date Mr. Amyot exercised the option. The 30,303 shares of common stock issued to Mr. Amyot were contributed to us as a result of the share contribution agreement.

46

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table sets forth information concerning the exercise of stock options during the fiscal year ended December 31, 1998 by our officers listed on the Summary Compensation Table and the fiscal year-end value of unexercised options.

                                                            NUMBER OF SECURITIES
                                                           UNDERLYING UNEXERCISED           VALUE OF UNEXERCISED
                                 SHARES                          OPTIONS AT               IN THE-MONEY OPTIONS AT
                                ACQUIRED                     DECEMBER 31, 1998              DECEMBER 31,1998(1)
                                   ON        VALUE      ----------------------------    ----------------------------
NAME                            EXERCISE    REALIZED    EXERCISABLE    UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE
-----------------------------   --------    --------    -----------    -------------    -----------    -------------
Kevin W. English.............         --          --         --            521,316           --         $ 6,177,595
Dave Kansas..................     75,758    $ 58,334(2)      --             30,000           --         $   359,100
Simon Clark..................     30,303    $ 23,333(2)      --                 --           --                  --
Brendan Amyot................         --          --         --             30,303           --         $   362,727


(1) There was no public market for the common stock on December 31, 1998. The value of unexercised in-the-money options at December 31, 1998 has been calculated using an assumed initial public offering price of $12.00 per share.

(2) At the time of exercise, the fair market value was deemed to be $0.80 per share.

47

1998 STOCK INCENTIVE PLAN

The amended and restated TheStreet.com, Inc. 1998 stock incentive plan, which became effective on May 6, 1998, provides for the granting of incentive stock options, non-qualified stock options, restricted stock and tax offset payments. Our amended and restated 1998 stock incentive plan is administered by our compensation committee. The total number of shares of our common stock that may be issued under our amended and restated 1998 stock incentive plan to our employees, directors and consultants (or of any entity in which we own at least a 20% beneficial interest) is 4,400,000. The terms and conditions of options and restricted stock will be set forth by the compensation committee in each individual award agreement. The compensation committee may designate an award as a "performance award" by making its grant or vesting subject to the achievement of performance goals established by the compensation committee. The compensation committee may also pay an awardee a tax offset payment as compensation for some or all of the taxes that the awardee owes with respect to an award. In the event of a change of control, if so determined by the compensation committee at the time of grant or by amendment (with the holder's consent) of the grant, all outstanding options will vest and become fully exercisable and the restrictions applicable to any outstanding restricted stock awards shall lapse and the shares shall be deemed fully vested. Under our amended and restated 1998 stock incentive plan, a change of control occurs when there is:

o an acquisition in which a majority of our common stock is acquired by an entity or person owning less than 5% of our total common stock outstanding prior to the acquisition;

o an election of members of the board of directors in which a majority of the board members after the election were not members of the board on the date of option grant;

o a merger or consolidation with another corporation where our stockholders immediately prior to the merger or consolidation no longer comprise a majority of the voting shares of the surviving corporation; or

o a sale of all or substantially all of our assets.

As of March 31, 1999, 2,632,321 options were outstanding, of which 142,667 have vested.

48

CERTAIN TRANSACTIONS

LLC FINANCING

From our inception as a limited liability company in June 1996, until May 1998, we were financed through contributions from our founders and through loans bearing interest at the prime interest rate plus 1%. In return for their contributions, our founders received Class A, B, C and D membership units of the limited liability company and a lender received Class E units.

In May 1998, our Board of Directors approved our reorganization from a limited liability company into a C corporation. As part of this reorganization, each Class C membership unit was converted into 181.81818 shares of our common stock. In addition, our Class A and Class B membership units were converted into shares of our Series A 9 1/2% Cumulative Preferred Stock and Series C Preferred Stock at a ratio of one preferred share per $100 of both Class A and Class B membership units. Our Class D and Class E membership units were converted into shares of our Series A 9 1/2% Cumulative Preferred Stock at a ratio of one preferred share per $100 of Class D and Class E membership units.

1998 PRIVATE PLACEMENTS

In December 1998, we raised gross proceeds of $25 million by completing a private placement of 243,891 shares of our Redeemable Convertible Series B 9 1/2% Cumulative Preferred Stock and 4,072,778 shares of our common stock to a group of investors comprising of our founders, corporate and institutional investors, venture capital funds and high net worth individuals, including some of our directors and officers. In connection with this transaction we amended and restated the registration rights agreement and the stockholders' agreement in each case to include, among other things, the new purchasers. The amended and restated stockholders' agreement will terminate upon completion of this offering.

In May 1998, we raised gross proceeds of approximately $10 million by completing a private placement of 101,475 shares of our Series B Preferred Stock and 3,418,333 shares of our common stock to a group of investors comprising of our founders, corporate and institutional investors, venture capital funds and high net worth individuals, including some of our directors and officers. In connection with this transaction, we granted the purchasers of these shares registration rights. At this time we also entered into a stockholders' agreement with these stockholders which by its terms will terminate upon the completion of this offering. See "Description of Capital Stock -- Registration Rights".

Assuming an initial public offering price of $12.00 per share of common stock, all of the outstanding shares of the convertible preferred stock, including accumulated dividends as of March 31, 1999, will convert into an aggregate of 4,406,129 shares of common stock upon the completion of this offering.

THE NEW YORK TIMES INVESTMENT

In February 1999, we sold 37,728 shares of our Series B Preferred Stock and 1,320,901 shares of our common stock to The New York Times Company for an aggregate consideration of $15 million in cash and services. In connection with this sale, we entered into an advertising credit agreement with The New York Times Company under which The New York Times Company has agreed to provide us with an advertising credit for our advertising on The New York Times and other media controlled by it. Additionally, as part of this transaction Mr. Michael Golden, the vice chairman and senior vice president of The New York Times Company, became a director of TheStreet.com. Recently, we entered into memoranda of understanding with The New York Times Electronic Media Company under which we have agreed to the following proposals:

o Promotion of our web site by The New York Times to registered users of its web site;

o Indexing of our headlines on the Business section of The New York Times

49

web site and indexing of headlines from the Business section of The New York Times web site on our web site;

o Licensing our investment tools to The New York Times; and

o Creating a jointly owned newsroom to provide continuous coverage of business news.

See "Risk Factors--Our Memoranda of Understanding May Not Materialize Into Final Agreements".

CRAMER EMPLOYMENT AGREEMENTS

In May 1998, we entered into a one-year employment agreement with James Cramer, an outside contributor. Under the terms of the agreement, we granted Mr. Cramer a stock option to purchase 66,667 shares of common stock at an exercise price of $0.033 per share. In February 1999, we entered into a new employment agreement with Mr. Cramer, superseding the earlier agreement. Mr. Cramer's new employment agreement provides for an annual salary of $250,000, which increases annually by 10%. Under the new agreement, we granted Mr. Cramer an option to purchase 333,333 shares of common stock at an exercise price of $3.00 per share. The option becomes exercisable at a rate of 25% annually commencing in February 2000. The employment agreement terminates in February 2003. We maintain a "key person" life insurance policy for Mr. Cramer.

REGISTRATION RIGHTS AGREEMENT

As a result of the amended and restated registration rights agreement we have granted our existing stockholders registration rights. See "Description of Capital Stock--Registration Rights".

SHARE CONTRIBUTION AGREEMENT

On May 7, 1998, we entered into a share contribution agreement with Peretz Partners, L.L.C. in which it agreed to contribute to us up to an aggregate of 196,970 shares of common stock. We issued these shares to Brendan Amyot, Dave Kansas and Simon Clark and two other employees when they exercised options granted to them under our amended and restated 1998 stock incentive plan.

OFFICE LEASE

On August 14, 1996, we signed a lease with the State Teachers Retirement System of Ohio to rent space at Two Rector Street, New York, New York 10006. Cramer Berkowitz & Co., a company controlled by Mr. James Cramer, guaranteed our obligations under the lease. On September 25, 1997, the landlord transferred these premises, including its interest in the lease, to Rector Trinity Associates, L.L.C. Rector Trinity Associates has released Cramer Berkowitz & Co. from this guarantee as a result of receiving a letter of credit from TheStreet.com in the amount of approximately $1.4 million.

50

PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to the beneficial ownership of our common stock as of March 31, 1999 and as adjusted to reflect the sale of the shares of common stock offered hereby by:

o each person who we know owns beneficially more than 5% of our common stock;
o each of our directors, including our chief executive officer;
o our four most highly compensated executive officers, other than our chief executive officer, who were serving as executive officers at the end of 1998; and
o all of our executive officers and directors as a group. The following information gives effect to the conversion of all outstanding shares of our preferred stock and accumulated dividends as of March 31, 1999 into an aggregate of 4,406,129 shares of common stock upon the completion of this offering assuming that the initial public offering price is $12.00 per share.

                                                            SHARES OF COMMON STOCK        SHARES OF COMMON STOCK
                                                          BENEFICIALLY OWNED BEFORE      BENEFICIALLY OWNED AFTER
                                                               THE OFFERING(1)               THE OFFERING(1)
                                                          --------------------------    --------------------------
NAME OF BENEFICIAL OWNER                                   NUMBER      PERCENTAGE(2)     NUMBER      PERCENTAGE(2)
-------------------------------------------------------   ---------    -------------    ---------    -------------
Kevin W. English.......................................      83,333            *               --            *
Dave Kansas............................................     151,515            *          151,515            *
Simon Clark............................................      90,909            *           90,909            *
Brendan Amyot..........................................     181,818            *          181,818            *
James J. Cramer(3).....................................   3,580,577         18.3%       3,580,577         14.3%
Cramer Partners, L.L.C.................................   2,524,886         12.9        2,524,886         10.1
Martin Peretz(4).......................................   3,241,110         16.6        3,241,110         12.9
Peretz Partners, L.L.C.................................   2,453,310         12.5        2,453,310          9.8
Fred Wilson(5).........................................     538,159          2.7          538,159          2.1
Jerry Colonna(5).......................................     538,159          2.7          538,159          2.1
Edward F. Glassmeyer(6)................................   1,847,329          9.4        1,847,329          7.4
Michael Golden(11).....................................          --            *               --            *
Oak Investment Partners VIII, L.P. and Oak VIII
  Affiliates Fund, L.P.(6).............................   1,847,329          9.4        1,847,329          7.4
Chase Venture Capital Associates, L.P.(7)..............   1,593,057          8.1        1,593,057          6.4
Softbank Technology Ventures IV L.P. and Softbank
  Technology Advisors Fund L.P(8)......................   1,601,235          8.2        1,601,235          6.4
Constellation Venture Capital L.P. and Constellation
  Venture Offshore, L.P(9).............................   1,276,992          6.5        1,276,992          5.1
Spinnaker Clipper Fund, L.P., Spinnaker Founders Fund,
  L.P. and Spinnaker Offshore Founders Fund Cayman
  Ltd.(10).............................................   1,231,553          6.3        1,231,553          4.9
The New York Times Company(11).........................   1,638,288          8.4        1,638,288          6.5
All executive officers and directors as a group (9
  persons).............................................   9,714,750         49.6        9,631,417         38.4


* Represents beneficial ownership of less than 1%.
(1) Percentage ownership is based on 19,575,037 shares outstanding as of March 31, 1999 prior to the offering and 25,075,037 shares after the offering. Shares of common stock subject to options currently exercisable or exercisable within 60 days of March 31, 1999 are deemed outstanding for the purpose of computing the percentage ownership of the person holding such options but are not deemed outstanding for computing the percentage ownership of any other person. Unless otherwise indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable.
(2) Assumes the underwriters' over-allotment option is not exercised.
(3) Includes 2,524,886 shares owned by Cramer Partners, L.L.C.
(4) Includes 2,453,310 shares owned by Peretz Partners, L.L.C. and 787,800 shares owned by other family members and entities.

(Footnotes continued on next page)

51

(Footnotes continued from previous page)

(5) Includes 394,510 shares owned by Flatiron Fund, L.L.C., 130,348 shares owned by The Flatiron Fund 1998/99, L.L.C. and 13,301 shares owned by Flatiron Associates, L.L.C. of which Mr. Colonna and Mr. Wilson are general partners.

(6) Includes 1,812,230 shares owned by Oak Investment Partners VIII, L.P. and 35,099 shares owned by Oak VIII Affiliates Fund, L.P. Mr. Glassmeyer is a managing member of Oak Associates VIII, L.L.C., which is the general partner of Oak Investment Partners VIII, L.P. and of Oak VIII Affiliates, L.L.C., which is the general partner of Oak VIII Affiliates Fund, L.P. Mr. Glassmeyer disclaims beneficial ownership of these shares.

(7) I. Robert Greene is a general partner of Chase Venture Capital Associates, L.P. Mr. Greene disclaims beneficial ownership of these shares.

(8) Includes 1,569,845 shares owned by Softbank Technology Ventures IV L.P. and 31,390 owned by Softbank Technology Advisors Fund L.P. Mr. Charles R. Lax is the managing member of STV IV LLC which is the general partner of each of Softbank Technology Ventures IV L.P. and Softbank Technology Advisors Fund L.P. Both Mr. Lax and STV IV LLC disclaim beneficial ownership of these shares.

(9) Includes 838,945 shares owned by Constellation Venture Capital L.P. and 438,047 shares owned by Constellation Venture Offshore, L.P. Clifford H. Friedman is a general partner of each of Constellation Venture Capital L.P. and Constellation Venture Offshore, L.P. Mr. Friedman disclaims beneficial ownership of these shares.

(10) Includes 123,156 shares owned by Spinnaker Clipper Fund, L.P., 717,207 shares owned by Spinnaker Founders Fund, L.P. and 391,190 shares owned by Spinnaker Offshore Founders Fund Cayman Ltd. Lawrence Bowman is the managing member of Bowman Capital Management LLC which is the general partner of each of Spinnaker Clipper Fund, L.P., Spinnaker Founders Fund, L.P. and Spinnaker Offshore Founders Fund Cayman Ltd. Both Mr. Bowman and Bowman Capital Management LLC disclaim beneficial ownership of these shares.

(11) Mr. Golden is a director of TheStreet.com. He serves as vice chairman and senior vice president of The New York Times Company.

52

DESCRIPTION OF CAPITAL STOCK

COMMON STOCK

Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available for this purpose at the times and in the amounts as the board of directors may from time to time determine. Each stockholder is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Cumulative voting for the election of directors is not provided for in our amended and restated certificate of incorporation, which means that the holders of a majority of the shares voted can elect all of the directors then standing for election. The common stock is not entitled to preemptive rights and is not subject to conversion or redemption. Upon the occurrence of a liquidation, dissolution or winding-up of TheStreet.com, the holders of shares of common stock would be entitled to share ratably in the distribution of all of the TheStreet.com's assets remaining available for distribution after satisfaction of all its liabilities and the payment of the liquidation preference of any outstanding preferred stock. Each outstanding share of common stock is, and all shares of common stock to be outstanding upon completion of this offering will be, fully paid and nonassessable.

PREFERRED STOCK

The board of directors has the authority, within the limitations and restrictions stated in our amended and restated certificate of incorporation, to provide by resolution for the issuance of shares of preferred stock, in one or more classes or series, and to fix the rights, preferences, privileges and restrictions of this preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any series or the designation of such series. The issuance of preferred stock could have the effect of decreasing the market price of the common stock and could adversely affect the voting and other rights of the holders of common stock.

OPTIONS

As of March 31, 1999:

(i) options to purchase a total of 2,632,321 shares of common stock were outstanding of which 142,667 have vested; and

(ii) up to 1,767,679 additional shares of common stock may be subject to options granted in the future.

See "Management--Executive Compensation".

REGISTRATION RIGHTS

On December 21, 1998, we entered into an amended and restated registration rights agreement with our existing stockholders in which we granted them registration rights in respect of 7,489,444 shares of common stock held by them. These stockholders are referred to as the "existing stockholders". A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus forms a part. According to the registration rights agreement, at any time, on or after the first anniversary of this offering, some of the existing stockholders who hold in the aggregate at least 3,558,043 shares of common stock may request us to register under the Securities Act all or any portion of the common stock purchased by the existing stockholders in the May and December 1998 private placements. These shares are referred to as the "restricted stock". However, the securities to be registered must have a reasonably anticipated aggregate public offering price of at least $500,000.

In addition, the holder of any restricted stock may request that we file a registration statement on Form S-3, covering all stock as requested by any holder of restricted stock who requests that we register their holdings. We are not obligated to effect a registration statement on Form S-3 more than once in any 180-day period or unless the proceeds of this registration shall reasonably be expected to exceed $500,000.

These registration rights are subject to our right to delay the filing of a registration statement in certain circumstances for up to 90 days.

53

In addition, the holders of restricted stock will have certain "piggyback" registration rights. If we propose to register any common stock under the Securities Act (other than pursuant to this offering or in connection with the registration of securities issued (i) under an employee benefits plan or
(ii) in consideration for an acquisition), each holder of restricted stock may require us to include all or a portion of their restricted stock in such registration; provided however, that the managing underwriter, if any, of any such offering has certain rights to limit the number of restricted stock proposed to be included in such registration.

We would bear all registration expenses incurred in connection with these registrations. Each participating seller of restricted stock would bear their proportionate share of all underwriting discounts and selling commissions.

ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF DELAWARE LAW AND THE
THESTREET.COM'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS

Some provisions of our amended and restated certificate of incorporation and amended and restated bylaws, which provisions are summarized in the following paragraphs, may be deemed to have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider it its best interest, including those attempts that might result in a premium over the market price for the shares held by stockholders.

CLASSIFIED BOARD OF DIRECTORS

Our board of directors is divided into three classes of directors serving staggered three-year terms. As a result, approximately one-third of the board of directors will be elected each year. These provisions, when coupled with the provision of our amended and restated certificate of incorporation authorizing the board of directors to fill vacant directorships or increase the size of the board of directors, may deter a stockholder from removing incumbent directors and simultaneously gaining control of the board of directors by filling the vacancies created by such removal with its own nominees.

CUMULATIVE VOTING

Our amended and restated certificate of incorporation expressly denies stockholders the right to cumulate votes in the election of directors.

STOCKHOLDER ACTION; SPECIAL MEETING OF STOCKHOLDERS

Our amended and restated certificate of incorporation eliminates the ability of stockholders to act by written consent. It further provides that special meetings of our stockholders may be called only by the chairman of the board of directors, the president or a majority of the board of directors.

ADVANCE NOTICE REQUIREMENTS FOR STOCKHOLDER PROPOSALS AND DIRECTORS NOMINATIONS

Our amended and restated bylaws provide that stockholders seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election as directors at an annual meeting of stockholders, must provide timely notice in writing. To be timely, a stockholder's notice must be delivered to or mailed and received at our principal executive offices not less than 60 days nor more than 90 days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be received not later than the close of business on the 10th day following the date on which notice of the date of the annual meeting was mailed to stockholders or made public, whichever first occurs. In the case of a special meeting of stockholders called for the purpose of electing directors, notice by the stockholder in order to be timely must be received not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs. Our amended and restated bylaws also specify certain requirements as to the form and content of a stockholder's notice. These provisions may preclude stockholders from bringing matters before an annual meeting of stockholders or

54

from making nominations for directors at an annual meeting of stockholders.

AUTHORIZED BUT UNISSUED SHARES

The authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

AMENDMENTS; SUPERMAJORITY VOTE REQUIREMENTS

The Delaware General Corporation Law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation's certificate of incorporation or bylaws, unless a corporation's certificate of incorporation or bylaws, as the case may be, requires a greater percentage. Our amended and restated certificate of incorporation imposes supermajority vote requirements in connection with business combination transactions and the amendment of provisions of our amended and restated certificate of incorporation and amended and restated bylaws, including those provisions relating to the classified board of directors, action by written consent and the ability of stockholders special meetings.

RIGHTS AGREEMENT

Under Delaware law, every corporation may create and issue rights entitling the holders of such rights to purchase from the corporation shares of its capital stock of any class or classes, subject to any provisions in its certificate of incorporation. The price and terms of such shares must be stated in the certificate of incorporation or in a resolution adopted by the board of directors for the creation or issuance of such rights.

We have entered into a stockholder rights agreement. As with most stockholder rights agreements, the terms of our rights agreement are complex and not easily summarized, particularly as they relate to the acquisition of our common stock and to exercisability. This summary may not contain all of the information that is important to you. Accordingly, you should carefully read our rights agreement, which has been filed as an exhibit to the registration statement of which this prospectus forms a part.

Our rights agreement provides that each share of our prospective common stock outstanding will have one right to purchase one one-hundredth of a preferred share attached to it. The purchase price per one one-hundredth of a preferred share under the stockholder rights agreement is four times the average closing price of our common stock for the first five days of trading after the consummation of this offering.

Initially, the rights under our rights agreement are attached to outstanding certificates representing our common stock and no separate certificates representing the rights will be distributed. The rights will separate from our common stock and be represented by separate certificates approximately 10 days after someone acquires or commences a tender offer for 15% of our outstanding common stock.

After the rights separate from our common stock, certificates representing the rights will be mailed to record holders of the common stock. Once distributed, the rights certificates alone will represent the rights.

All shares of our common stock issued prior to the date the rights separate from the common stock will be issued with the rights attached. The rights are not exercisable until the date the rights separate from the common stock. The rights will expire on the tenth anniversary of the date of the completion of this offering unless earlier redeemed or exchanged by us.

If an acquiror obtains or has the rights to obtain 15% or more of our common stock, then each right will entitle the holder to purchase a number of shares of our common stock equal to two times the purchase price of each right.

Each right will entitle the holder to purchase a number of shares of common stock of the acquiror having a then current market value of twice the purchase price if an acquiror

55

obtains 15% or more of our common stock and any of the following occurs:

o we merge into another entity;

o an acquiring entity merges into us; or

o we sell more than 50% of our assets or earning power.

Under our rights agreement, any rights that are or were owned by an acquiror of more than 15% of our outstanding common stock will be null and void.

Our rights agreement contains exchange provisions which provides that after an acquiror obtains 15% or more, but less than 50% of our respective outstanding common stock, our board of directors may, at its option, exchange all or part of the then outstanding and exercisable rights for common shares. In such an event, the exchange ratio is one common share per right, adjusted to reflect any stock split, stock dividend or similar transaction.

Our board of directors may, at its option, redeem all of the outstanding rights under our rights agreement prior to the earlier of (1) the time that an acquiror obtains 15% or more of our outstanding common stock or (2) the final expiration date of the rights agreement. The redemption price under our rights agreement is $0.01 per right, subject to adjustment. The right to exercise the rights will terminate upon the action of our board ordering the redemption of the rights and the only right of the holders of the rights will be to receive the redemption price.

Holders of rights will have no rights as our stockholders including the right to vote or receive dividends, simply by virtue of holding the rights.

Our rights agreement provides that the provisions of the rights agreement may be amended by the board of directors prior to 10 days after someone acquires or commences a tender offer for 15% of our outstanding common stock without the approval of the holders of the rights. However, after that date, the rights agreement may not be amended in any manner which would adversely effect the interests of the holders of the rights, excluding the interests of any acquiror. In addition, our rights agreement provides that no amendment may be made to adjust the time period governing redemption at a time when the rights are not redeemable.

Our rights agreement contains rights that have anti-takeover effects. The rights may cause substantial dilution to a person or group that attempts to acquire us without conditioning the offer on a substantial number of rights being acquired. Accordingly, the existence of the rights may deter acquirors from making takeover proposals or tender offers. However, the rights are not intended to prevent a takeover, but rather are designed to enhance the ability of our board to negotiate with an acquiror on behalf of all the stockholders. In addition, the rights should not interfere with a proxy contest.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company. Its address is 40 Wall Street, New York, New York 10005, and its telephone number at this location is (212) 936-5100.

LISTING

Our common stock will be listed on the Nasdaq National Market under the trading symbol "TSCM".

56

SHARES ELIGIBLE FOR FUTURE SALE

Sales of substantial amounts of our common stock in the public market could adversely affect prevailing market prices of our common stock. Furthermore, since no shares will be available for sale shortly after this offering because of contractual and legal restrictions on resale described below, sales of substantial amounts of common stock in the public market after these restrictions lapse could adversely affect the prevailing market price and our ability to raise equity capital in the future.

Upon completion of this offering, we will have outstanding an aggregate of 25,075,037 shares of our common stock, assuming no exercise of the Underwriters' over-allotment option and no exercise of outstanding options. Of these shares, all of the shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, unless such shares are purchased by "affiliates" as that term is defined in Rule 144 under the Securities Act. The remaining shares of common stock held by existing stockholders are "restricted securities" as that term is defined in Rule 144 under the Securities Act. Restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144 promulgated under the Securities Act, which rules are summarized below.

As a result of the contractual restrictions described below and the provisions of Rule 144, the restricted securities will be available for sale in the public market subject to the volume limitations and other conditions of Rule 144. The shares could be available for resale immediately upon the expiration of the 180-day lock-up period.

LOCK-UP AGREEMENTS

All of our officers and directors and substantially all of our stockholders have signed lock-up agreements under which they agreed not to transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock, for a period of 180 days after the date of this prospectus. Transfers or dispositions can be made sooner with the prior written consent of Goldman, Sachs & Co.

RULE 144

In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person who has beneficially owned shares of our common stock for at least one year would be entitled to sell within any three-month period a number of shares that does not exceed the greater of:

o 1% of the number of shares of common stock then outstanding, which will equal approximately 250,750 shares immediately after this offering; or

o the average weekly trading volume of the common stock on the Nasdaq National Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

RULE 144(K)

Under Rule 144(k), a person who is not deemed to have been one of our affiliates at any time during the 90 days preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, including the holding period of any prior owner other than an affiliate, is entitled to sell such shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144. Therefore, unless otherwise restricted, "144(k) shares" may be sold immediately upon the completion of this offering.

STOCK OPTIONS

Following the completion of this offering, we intend to file a registration statement on Form S-8 under the Securities Act covering 4,400,000 shares of common stock reserved for issuance under the 1998 Stock Incentive Plan. The registration statement will become effective automatically upon filing. As of March 31, 1999, options to purchase 2,632,321 shares of common stock were issued and outstanding of which 142,667 shares have vested. Accordingly, shares registered under the registration statement will, subject to vesting provisions and Rule 144 volume limitations applicable to our affiliates, be

57

available for sale in the open market immediately after the 180-day lock-up agreements expire. See "Description of Capital Stock--Registration Rights".

REGISTRATION RIGHTS

Upon completion of this offering, the holders of 3,558,043 shares of our common stock, or their transferees, are entitled to request that we register their shares under the Securities Act. After these shares are registered, they will become freely tradable without restriction under the Securities Act. Any sales of securities by these stockholders could have a material adverse effect on the trading price of our common stock. See "Description of Capital Stock--Registration Rights".

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Certain legal matters in connection with this offering will be passed upon for the underwriters by Brobeck, Phleger & Harrison LLP, New York, New York.

EXPERTS

The financial statements of TheStreet.com, Inc. as of December 31, 1997 and 1998 and for the period from June 18, 1996 (inception) through December 31, 1996 and for the years ended December 31, 1997 and 1998 included in this prospectus have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in auditing and accounting.

CHANGE IN ACCOUNTANTS

In July 1998, we decided to replace Anchin, Block & Anchin LLP with Arthur Andersen LLP as our independent public accountants to audit financial statements for the period from June 18, 1996 (inception) through December 31, 1996 and for the years ended December 31, 1997 and December 31, 1998. The decision to change independent public accountants from Anchin, Block & Anchin LLP to Arthur Andersen LLP was approved by our board of directors.

We believe, and have been advised by Anchin, Block & Anchin LLP that it concurs in such belief, that, for the period from June 18, 1996 (inception) through December 31, 1997, we and Anchin, Block & Anchin LLP did not have any disagreement on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Anchin, Block & Anchin LLP would have caused it to make reference in connection with its report on our financial statements to the subject matter of the disagreement.

The report of Anchin, Block & Anchin LLP on our financial statements for the period from June 18, 1996 (inception) through December 31, 1997 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During that period there were no "reportable events" within the meaning of Item 304(a)(1)(v) of Regulation S-K promulgated under the Securities Act.

ADDITIONAL INFORMATION

We filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-1 under the Securities Act with respect to the shares of common stock offered hereby. This prospectus does not contain all of the information set forth in the Registration Statement and the exhibits and schedules filed therewith. For further information with respect to TheStreet.com and the common stock offered hereby, reference is made to the Registration Statement and the exhibits and schedule filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document to which reference is made are not necessarily complete, and, in each instance, reference is made to the copy of such contract or other document filed as an exhibit

58

to the Registration Statement, each such statement being qualified in all respects by such reference. A copy of the Registration Statement and the exhibits and schedule filed therewith may be inspected without charge at the public reference facilities maintained by the Commission in Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices located at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven World Trade Center, 13th Floor, New York, New York 10048, and copies of all or any part of the Registration Statement may be obtained from such offices upon the payment of the fees prescribed by the Commission. Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. The Commission maintains a World Wide web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The address of the site is http://www.sec.gov.

59

THESTREET.COM, INC.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Public Accountants...................................................................    F-2

Balance Sheets as of December 31, 1997 and 1998............................................................    F-3

Statements of Operations for the Period from
  June 18, 1996 (Inception) to December 31, 1996
  and the Years Ended December 31, 1997 and 1998...........................................................    F-4

Statements of Stockholders' Equity (Deficit) for the
  Period from June 18, 1996 (Inception) to December 31, 1996
  and the Years Ended December 31, 1997 and 1998...........................................................    F-5

Statements of Cash Flows for the Period from
  June 18, 1996 (Inception) to December 31, 1996 and
  the Years Ended December 31, 1997 and 1998...............................................................    F-6

Notes to Financial Statements..............................................................................    F-7

F-1

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To TheStreet.com, Inc.:

We have audited the accompanying balance sheets of TheStreet.com, Inc. (a Delaware corporation), as of December 31, 1997 and 1998, and the related statements of operations, stockholders' equity (deficit) and cash flows for the period from June 18, 1996 (inception) to December 31, 1996 and the two years ended December 31, 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TheStreet.com, Inc. as of December 31, 1997 and 1998, and the results of its operations and its cash flows for the period from June 18, 1996 (inception) to December 31, 1996 and the two years ended December 31, 1998, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

New York, New York
February 9, 1999

F-2

THESTREET.COM, INC.
BALANCE SHEETS

                                                                                                    PRO FORMA
                                                                   DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                                       1997            1998            1998
                                                                   ------------    ------------    ------------
                                                    ASSETS
CURRENT ASSETS:
Cash and cash equivalents.......................................   $    156,692    $ 24,611,958
Accounts receivable, net of allowance for doubtful accounts of
  $0 and $40,000 as of December 31, 1997 and 1998,
  respectively..................................................        130,699         811,419
Other receivables and unbilled revenue..........................             --         663,137
Prepaid expenses and other current assets.......................         27,455         687,639
                                                                   ------------    ------------
     Total current assets.......................................        314,846      26,774,153

Property and equipment, net of accumulated depreciation and
  amortization of $162,632 and $78,110 as of December 31, 1997
  and 1998, respectively........................................        495,697         599,937
Other assets....................................................        100,251         207,329
                                                                   ------------    ------------
     Total assets...............................................   $    910,794    $ 27,581,419
                                                                   ------------    ------------
                                                                   ------------    ------------
                                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Line of credit..................................................   $         --    $      3,333
Accounts payable................................................        691,800       1,927,065
Accrued expenses................................................        789,887       1,250,577
Deferred revenue................................................        176,125         675,513
                                                                   ------------    ------------
     Total current liabilities..................................      1,657,812       3,856,488
Deferred rent...................................................         74,825         200,636
Long-term debt..................................................      6,335,000              --
                                                                   ------------    ------------
     Total liabilities..........................................      8,067,637       4,057,124
                                                                   ------------    ------------
Redeemable convertible Series B preferred stock; $0.01 par
  value; 9 1/2% cumulative; 0 and 345,366 shares issued and
  outstanding in 1997 and 1998, respectively; none outstanding
  on a pro forma basis..........................................             --      21,106,898    $         --
STOCKHOLDERS' EQUITY (DEFICIT):
  Common Stock; $0.01 par value; 100,000,000 shares authorized,
     6,060,606 and 13,763,838 shares issued and outstanding at
     December 31, 1997 and 1998, respectively; 17,762,343 shares
     outstanding on a pro forma basis...........................         60,606         137,638         177,623
  Convertible Preferred Stock--
     Series A; $0.01 par value; 9 1/2% cumulative; 1,500 and
       118,441 shares issued and outstanding in 1997 and 1998,
       respectively; none outstanding on a pro forma basis......             15           1,184              --
     Series C; $0.01 par value; 1,500 shares issued and
       outstanding in 1997 and 1998; none outstanding on a pro
       forma basis..............................................             15              15              --
  Additional paid-in capital....................................        280,364      16,349,199      37,417,311
  Deferred compensation.........................................             --      (1,578,000)     (1,578,000)
  Accumulated deficit...........................................     (7,497,843)    (12,492,639)    (12,492,639)
                                                                   ------------    ------------    ------------
     Total stockholders' equity (deficit).......................     (7,156,843)      2,417,397    $ 23,524,295
                                                                   ------------    ------------    ------------
     Total liabilities and stockholders' equity (deficit).......   $    910,794    $ 27,581,419
                                                                   ------------    ------------
                                                                   ------------    ------------

The accompanying notes are an integral part of these balance sheets.

F-3

THESTREET.COM, INC.
STATEMENTS OF OPERATIONS

                                                                     FOR THE
                                                                   PERIOD FROM
                                                                    JUNE 18,
                                                                      1996
                                                                   (INCEPTION)        FOR THE YEARS ENDED
                                                                       TO                 DECEMBER 31
                                                                   DECEMBER 31    ---------------------------
                                                                      1996           1997            1998
                                                                   -----------    -----------    ------------
Net revenues:
  Advertising revenues..........................................   $        --    $   117,652    $  2,544,409
  Subscription revenues.........................................            --        320,682       1,685,446
  Other revenues................................................            --        150,400         393,511
                                                                   -----------    -----------    ------------
     Total net revenues.........................................            --        588,734       4,623,366
Cost of revenues................................................       297,830      1,146,383       3,955,270
                                                                   -----------    -----------    ------------
     Gross profit (loss)........................................      (297,830)      (557,649)        668,096
                                                                   -----------    -----------    ------------
Operating expenses:
  Product development expenses..................................       468,909        402,379       2,346,354
  Sales and marketing expenses..................................       397,508      2,188,968       9,204,711
  General and administrative expenses...........................       547,522      2,209,707       5,158,158
  Noncash compensation expense..................................            --             --          90,000
                                                                   -----------    -----------    ------------
     Total Operating expenses...................................     1,413,939      4,801,054      16,799,223
                                                                   -----------    -----------    ------------
     Loss from operations.......................................    (1,711,769)    (5,358,703)    (16,131,127)
Interest expense, net of interest income of $0, $0 and $161,423
  in 1996, 1997 and 1998, respectively..........................        21,623        405,748         227,324
                                                                   -----------    -----------    ------------
     Loss before provision for income taxes.....................    (1,733,392)    (5,764,451)    (16,358,451)
Provision for income taxes......................................            --             --              --
                                                                   -----------    -----------    ------------
     Net loss...................................................   $(1,733,392)   $(5,764,451)   $(16,358,451)
                                                                   -----------    -----------    ------------
                                                                   -----------    -----------    ------------
Net loss per share--basic and diluted...........................   $     (0.29)   $     (0.95)   $      (2.13)
                                                                   -----------    -----------    ------------
                                                                   -----------    -----------    ------------
Weighted average basic and diluted shares outstanding...........     6,060,606      6,060,606       8,575,128
                                                                   -----------    -----------    ------------
                                                                   -----------    -----------    ------------
Pro forma per share data (unaudited):
  Pro forma net loss per share--basic and diluted...............   $     (0.28)   $     (0.95)   $      (1.65)
                                                                   -----------    -----------    ------------
                                                                   -----------    -----------    ------------
  Pro forma weighted average basic and diluted shares
     outstanding................................................     6,085,606      6,085,606       9,923,454
                                                                   -----------    -----------    ------------
                                                                   -----------    -----------    ------------

The accompanying notes are an integral part of these statements.

F-4

THESTREET.COM, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM JUNE 18, 1996 (INCEPTION) TO DECEMBER 31, 1996
AND THE YEARS ENDED DECEMBER 31, 1997 AND 1998

                                                                          CONVERTIBLE PREFERRED STOCK
                                                                     -------------------------------------
                                                  COMMON STOCK            SERIES A           SERIES C       ADDITIONAL
                                              ---------------------  ------------------  -----------------    PAID-IN
                                                SHARES    PAR VALUE  SHARES   PAR VALUE  SHARES  PAR VALUE    CAPITAL
                                              ----------  ---------  -------  ---------  ------  ---------  -----------
Balance at June 18, 1996 (inception).........         --  $      --       --   $    --      --      $--     $        --
  Issuance of Common Stock...................  6,060,606     60,606    1,500        15   1,500       15         239,364
  Net loss...................................         --         --       --        --      --       --              --
                                              ----------  ---------  -------   -------   ------     ---     -----------
Balance at December 31, 1996.................  6,060,606     60,606    1,500        15   1,500       15         239,364
  Issuance of warrants.......................         --         --       --        --      --       --          41,000
  Net loss...................................         --         --       --        --      --       --              --
                                              ----------  ---------  -------   -------   ------     ---     -----------
Balance at December 31, 1997.................  6,060,606     60,606    1,500        15   1,500       15         280,364
  Issuance of common stock...................    181,818      1,818       --        --      --       --           3,637
  Capital contribution.......................         --         --       --        --      --       --         375,000
  Net loss from January 1, 1998 through
    May 7, 1998..............................         --         --       --        --      --       --              --
  Termination of LLC.........................         --         --       --        --      --       --     (12,815,014)
  Conversion of debt to equity...............         --         --  116,941     1,169      --       --      11,692,786
  Net proceeds from private placement in May
    1998.....................................  3,418,333     34,183       --        --      --       --       2,700,483
  Net proceeds from private placement in
    December 1998............................  4,072,778     40,728       --        --      --       --      12,177,606
  Recognition of deferred compensation ......         --         --       --        --      --       --       1,668,000
  Noncash compensation expense...............         --         --       --        --      --       --              --
  Accretion of Redeemable Convertible
    Series B Preferred Stock to redemption
    value....................................         --         --       --        --      --       --         481,270
  Exercise of options........................     30,303        303       --        --      --       --             606
  Preferred Stock dividends..................         --         --       --        --      --       --         747,001
  Net loss from May 8, 1998 through
    December 31, 1998........................         --         --       --        --      --       --              --
                                              ----------  ---------  -------   -------   ------     ---     -----------
Balance at December 31, 1998................. 13,763,838  $ 137,638  118,441   $ 1,184   1,500      $15     $16,349,199
                                              ----------  ---------  -------   -------   ------     ---     -----------
                                              ----------  ---------  -------   -------   ------     ---     -----------


                                                                              TOTAL
                                                                           STOCKHOLDERS'
                                               ACCUMULATED     DEFERRED       EQUITY
                                                 DEFICIT     COMPENSATION   (DEFICIT)
                                               ------------  ------------  -------------
Balance at June 18, 1996 (inception).........  $         --  $        --    $        --
  Issuance of Common Stock...................            --           --        300,000
  Net loss...................................    (1,733,392)          --     (1,733,392)
                                               ------------  ------------   -----------
Balance at December 31, 1996.................    (1,733,392)          --     (1,433,392)
  Issuance of warrants.......................            --           --         41,000
  Net loss...................................    (5,764,451)          --     (5,764,451)
                                               ------------  ------------   -----------
Balance at December 31, 1997.................    (7,497,843)          --     (7,156,843)
  Issuance of common stock...................            --           --          5,455
  Capital contribution.......................            --           --        375,000
  Net loss from January 1, 1998 through
    May 7, 1998..............................    (5,317,171)          --     (5,317,171)
  Termination of LLC.........................    12,815,014           --             --
  Conversion of debt to equity...............            --           --     11,693,955
  Net proceeds from private placement in May
    1998.....................................            --           --      2,734,666
  Net proceeds from private placement in
    December 1998............................            --           --     12,218,334
  Recognition of deferred compensation ......            --   (1,668,000)            --
  Noncash compensation expense...............            --       90,000         90,000
  Accretion of Redeemable Convertible
    Series B Preferred Stock to redemption
    value....................................            --           --       (481,270)
  Exercise of options........................            --           --            909
  Preferred Stock dividends..................    (1,451,359)          --       (704,358)
  Net loss from May 8, 1998 through
    December 31, 1998........................   (11,041,280)          --    (11,041,280)
                                               ------------  ------------   -----------
Balance at December 31, 1998.................  $(12,492,639) $(1,578,000)   $ 2,417,397
                                               ------------  ------------   -----------
                                               ------------  ------------   -----------

The accompanying notes are an integral part of these statements.

F-5

THESTREET.COM, INC.
STATEMENTS OF CASH FLOWS

                                                                     FOR THE
                                                                   PERIOD FROM
                                                                  JUNE 18, 1996          FOR THE YEARS ENDED
                                                                  (INCEPTION) TO             DECEMBER 31
                                                                   DECEMBER 31       ----------------------------
                                                                      1996              1997             1998
                                                                  ---------------    -----------     ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss.....................................................     $(1,733,392)     $(5,764,451)    $(16,358,451)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
    Noncash compensation expense...............................              --               --           90,000
    Allowance for doubtful accounts............................              --               --           40,000
    Depreciation and amortization..............................          15,158          158,884          244,505
    Noncash expense for warrants...............................              --           41,000               --
    Increase in accounts receivable............................              --         (130,699)        (720,720)
    Increase in other receivables and unbilled revenue.........              --               --         (663,137)
    (Increase) decrease in prepaid expenses and other current
      assets...................................................         (85,509)          58,054         (660,184)
    Increase in other assets...................................         (21,635)         (63,659)        (122,035)
    Increase in accounts payable and accrued expenses..........         378,924        1,102,763        1,695,955
    Increase in deferred revenue...............................              --          176,125          499,388
    Increase in deferred rent..................................          24,087           50,738          125,810
                                                                    -----------      -----------     ------------
         Net cash used in operating activities.................      (1,422,367)      (4,371,245)     (15,828,869)
                                                                    -----------      -----------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.........................................        (172,901)        (490,429)        (333,787)
  Organization costs...........................................         (21,366)              --               --
                                                                    -----------      -----------     ------------
         Net cash used in investing activities.................        (194,267)        (490,429)        (333,787)
                                                                    -----------      -----------     ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock.......................         300,000               --            6,364
  Net borrowings under line of credit..........................              --               --            3,333
  Proceeds from notes payable..................................       1,335,000        5,500,000        5,733,955
  Repayment of notes payable...................................              --         (500,000)              --
  Net proceeds from private placements.........................              --               --       34,874,270
                                                                    -----------      -----------     ------------
         Net cash provided by financing activities.............       1,635,000        5,000,000       40,617,922
                                                                    -----------      -----------     ------------
         Net increase in cash..................................          18,366          138,326       24,455,266
Cash and cash equivalents, beginning of period.................              --           18,366          156,692
                                                                    -----------      -----------     ------------
Cash and cash equivalents, end of period.......................     $    18,366      $   156,692     $ 24,611,958
                                                                    -----------      -----------     ------------
                                                                    -----------      -----------     ------------
Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for:
    Income taxes...............................................              --               --               --
    Interest...................................................              --               --     $      3,098
Supplemental Disclosure of Noncash Investing Activities:
  During 1998, the holder of a note payable by the Company
    contributed $375,000 of principal to the Company as an
    equity contribution........................................
  During 1998, the holders of certain notes payable by the
    Company converted $11,693,955 of outstanding principal and
    interest, into 116,941 of Series A 9 1/2% Cumulative
    Convertible Preferred Stock................................
  During 1998, the Company entered into a sale-leaseback
    transaction for certain of its computers and furniture and
    fixtures. The transaction resulted in a deferred loss of
    $197,429 which will be recognized in proportion to the rent
    expense under the operating lease over a three-year
    period.....................................................

The accompanying notes are an integral part of these statements.

F-6

THESTREET.COM, INC.

NOTES TO FINANCIAL STATEMENTS

(1) ORGANIZATION, NATURE OF BUSINESS AND SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND NATURE OF BUSINESS

TheStreet.com, Inc. (the "Company") is a leading web-based provider of original, timely, comprehensive and trustworthy financial news, commentary and information aimed at helping readers make informed investment decisions. The Company combines the most important qualities of traditional print journalism--accuracy, intelligence, fairness and wit--with the web's advantages as a financial news medium--timeliness, interactivity and global distribution.

The Company was formed on June 18, 1996 in the state of Delaware as a limited liability company ("LLC"). On May 7, 1998, the Company's Board of Directors approved the reorganization of the LLC into a C corporation. Accordingly, holders of Class C membership units were converted into 181.81818 shares of Common Stock for each unit. In addition, Class A and Class B membership units were converted to Series A 9 1/2% Cumulative Preferred Stock and Series C Preferred Stock at a ratio of one preferred share for each $100 of Class A and Class B membership units, respectively. Class D and Class E membership units were converted to Series A 9 1/2% Cumulative Preferred Stock ("Series A Preferred Stock") at a ratio of one preferred share per $100 of Class D and Class E membership units. All share and per share data has been retroactively adjusted to reflect the reorganization and the one-for-three reverse stock split (see Note 11).

The Pro Forma December 31, 1998 information reflected in the accompanying balance sheet reflects the conversion of all Convertible Preferred Stock plus accrued dividends into Common Stock upon completion of the proposed initial public offering (see Note 11).

The Company is proposing an initial public offering of up to 5,500,000 shares of Common Stock excluding the overallotment. See "Risk Factors" in the accompanying prospectus.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions, specifically for allowance for doubtful accounts for accounts receivable and the useful lives of fixed assets, that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

REVENUE RECOGNITION

The Company generates its revenues primarily from subscriptions and advertising.

Subscription revenues represent customer subscriptions that provide subscribers access to financial news, commentary and information. Subscriptions are generally charged to customers' credit cards or are charged directly to companies that subscribe to the service. These are generally billed in advance on a monthly, quarterly or annual basis. Revenue from subscriptions is recognized ratably over the subscription period. Deferred revenue relates to subscription fees for which amounts have been collected but for which revenue has not been recognized.

Advertising revenue, derived from the sale of sponsorship and banner and email advertisements and on the Company's web site, is recognized ratably in the period the advertising is displayed, provided that no significant Company obligations remain and collection of the resulting receivable is probable. Company obligations typically include guarantees of a minimum number of "impressions" or

F-7

THESTREET.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(1) ORGANIZATION, NATURE OF BUSINESS AND SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED) times that an advertisement is viewed by users of the Company's web site. Such amounts are recognized as revenue in the month earned.

Other revenues consist primarily of content syndication fees. In 1997, other revenues entirely consisted of revenues derived from a syndication and hosting partnership with ABCNEWS.com and Starwave (an affiliate of ABCNEWS.com). Pursuant to this arrangement, the Company agreed to syndicate a portion of its news content to ABCNEWS.com in return for technology and hosting services from Starwave. The fair value of the content delivered and the fair value of the technology and hosting services were both estimated by management to be approximately $300,000 during 1998 and, therefore, no gain or loss was recognized as a result of these transactions.

CASH AND CASH EQUIVALENTS

The Company considers all short-term marketable equity securities with a maturity of three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost, net of accumulated depreciation and amortization. Property and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets (3 years for computer equipment and 5-7 years for furniture and fixtures).

ACCOUNTING FOR LONG-LIVED ASSETS

The Company accounts for long-lived assets under the provisions of Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" ("SFAS No. 121"). SFAS No. 121 establishes financial accounting and reporting standards for the impairment of long-lived assets, certain identifiable intangibles, and goodwill related to those assets to be held and used, and for long-lived assets and certain identifiable tangibles to be disposed of. Management has performed a review of all long-lived assets and has determined that no impairment of the respective carrying values has occurred as of December 31, 1998.

INCOME TAXES

The Company was organized on June 18, 1996 as a limited liability company for Federal and state income tax purposes. Accordingly, the Company was treated as a partnership and the net losses of the Company were included in the individual tax returns of the members. On May 7, 1998, the Company converted from an LLC to a C corporation. At the time of the conversion, the Company adopted Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes" ("SFAS No. 109"). Under SFAS No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets or liabilities of a change in tax rates is recognized in the period that the tax change occurs.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash and cash equivalents, accounts and other receivables, and accounts payable approximate fair value due to the short-term maturity of these instruments. The carrying amounts of outstanding borrowings approximate fair value.

F-8

THESTREET.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(1) ORGANIZATION, NATURE OF BUSINESS AND SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED) BUSINESS CONCENTRATIONS AND CREDIT RISK

Financial instruments which subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company maintains cash with various financial institutions. The Company performs periodic evaluations of the relative credit standing of these institutions. The Company's clients are primarily concentrated in the United States. The Company performs ongoing credit evaluations, generally does not require collateral, and establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends and other information. To date, such losses have been within management's expectations.

NET LOSS PER COMMON SHARE

Historical--

The Company computes net loss per share in accordance with SFAS No. 128, "Earnings Per Share", and SEC Staff Accounting Bulletin No. 98 ("SAB No. 98"). Under the provisions of SFAS No. 128 and SAB No. 98, basic net loss per common share ("Basic EPS") is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted net loss per common share ("Diluted EPS") is computed by dividing net loss by the weighted average number of common shares and dilutive common share equivalents then outstanding.

Pro forma--

Pro forma net loss per share is calculated assuming conversion of all Convertible Preferred Stock and accumulated dividends which converts automatically upon the completion of the initial public offering (see Note 11).

ADVERTISING COSTS

Advertising costs are expensed as incurred. The Company expenses the production costs of advertising the first time the advertising takes place. For the period from June 18, 1996 (inception) to December 31, 1996 and the years ended December 31, 1997 and 1998, advertising costs were $57,709, $1,797,728 and $5,668,463, respectively.

STOCK-BASED COMPENSATION

The Company has adopted the disclosure provisions of SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"), and elected to continue the accounting set forth in Accounting Principles Board No. 25, "Accounting for Stock Issued to Employees" ("APB No. 25"). The Company has provided the necessary pro forma disclosures as if the fair value method had been applied (Note 7).

NEW ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information". This statement establishes standards for the way public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports issued to shareholders. This statement is effective for financial statements for periods beginning after December 15, 1997 and need not be applied to interim periods in the initial year of application. Comparative information for earlier years presented is to be restated. The Company does not believe it operates in more than one segment. The chief operating

F-9

THESTREET.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(1) ORGANIZATION, NATURE OF BUSINESS AND SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

decision maker allocates resources and assesses the performance associated with advertising, subscription or other activities on a single-segment basis.

(2) NET LOSS PER SHARE

As discussed in Note 1, historical net loss per share is calculated in accordance with SFAS No. 128. The following table reconciles the numerator and denominator for the calculation:

                                                        DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                            1996            1997            1998
                                                        ------------    ------------    ------------
Numerator:
  Net loss...........................................   $ (1,733,392)   $ (5,764,451)   $(16,358,451)
  Preferred Stock dividends..........................             --              --      (1,451,359)
  Accretion of Redeemable Convertible Series B
     Preferred Stock.................................             --              --        (481,270)
                                                        ------------    ------------    ------------
          Net loss available to common
            shareholders.............................   $ (1,733,392)   $ (5,764,451)   $(18,291,080)
                                                        ------------    ------------    ------------
                                                        ------------    ------------    ------------
Denominator:
  Weighted average basic and diluted shares
     outstanding.....................................      6,060,606       6,060,606       8,575,128
                                                        ------------    ------------    ------------
                                                        ------------    ------------    ------------
Net loss per share--basic and diluted................   $      (0.29)   $      (0.95)   $      (2.13)
                                                        ------------    ------------    ------------
                                                        ------------    ------------    ------------

Pro forma net loss per share is calculated assuming conversion of the Convertible Preferred Stock and accumulated dividends into Common Stock in connection with the proposed initial public offering as follows:

                                                        DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                            1996            1997            1998
                                                        ------------    ------------    ------------
Numerator--Pro forma:
  Net loss available to common shareholders..........   $ (1,733,392)   $ (5,764,451)   $(18,291,080)
  Preferred Stock dividends..........................             --              --       1,451,359
  Accretion of Redeemable Convertible Series B
     Preferred Stock.................................             --              --         481,270
                                                        ------------    ------------    ------------
          Pro forma net loss.........................   $ (1,733,392)   $ (5,764,451)   $(16,358,451)
                                                        ------------    ------------    ------------
                                                        ------------    ------------    ------------
Denominator--Pro forma:
  Weighted average basic and diluted shares
     outstanding.....................................      6,060,606       6,060,606       8,575,128
  Assumed conversion of--
     Redeemable convertible and convertible Preferred
       Stock.........................................         25,000          25,000       1,272,496
     Preferred Stock dividends.......................             --              --          75,830
                                                        ------------    ------------    ------------
          Pro forma basic and diluted weighted
            average shares outstanding...............      6,085,606       6,085,606       9,923,454
                                                        ------------    ------------    ------------
                                                        ------------    ------------    ------------
Pro forma net loss per share--basic and diluted......   $      (0.28)   $      (0.95)   $      (1.65)
                                                        ------------    ------------    ------------
                                                        ------------    ------------    ------------

Outstanding options of 0, 0 and 1,497,286 for the periods ended December 31, 1996, 1997 and 1998, respectively, have been excluded from the above calculations as they would be antidilutive.

F-10

THESTREET.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(3) PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

                                                                 DECEMBER 31,    DECEMBER 31,
                                                                    1997            1998
                                                                 ------------    ------------
Computer equipment............................................     $373,089        $548,501
Furniture and fixtures........................................      285,240         129,546
                                                                   --------        --------
                                                                    658,329         678,047
Less accumulated depreciation and amortization................     (162,632)        (78,110)
                                                                   --------        --------
Property and equipment, net...................................     $495,697        $599,937
                                                                   --------        --------
                                                                   --------        --------

Depreciation and amortization expense aggregated $13,022, $154,611 and $229,547, respectively, for the period ending December 31, 1996, and the years ending 1997 and 1998.

During 1998, the Company entered into a sale leaseback transaction. Under this transaction, assets with a net book value of $944,092 were sold at a loss of $197,429. This loss is being recognized over the lease term (three years).

(4) ACCRUED EXPENSES

Accrued expenses consist of the following:

                                                                 DECEMBER 31,    DECEMBER 31,
                                                                    1997            1998
                                                                 ------------    ------------
Accrued bonuses...............................................     $136,157       $  565,794
Accrued other.................................................      226,359          162,719
Accrued consulting fees.......................................           --          322,064
Accrued financing costs.......................................           --          200,000
Accrued interest..............................................      427,371               --
                                                                   --------       ----------
                                                                   $789,887       $1,250,577
                                                                   --------       ----------
                                                                   --------       ----------

(5) LONG-TERM DEBT AND LINE OF CREDIT

In September 1998, the Company entered into a line of credit agreement with a bank and had available borrowings under the agreement of up to the lesser of $2,000,000 or 80% of eligible accounts receivable, as defined. The borrowings ($3,333 at December 31, 1998) bear interest at the bank's prime lending rate (8.5% at December 31, 1998). Interest is payable monthly and the agreement matures in September 1999. The agreement includes certain financial covenants. As of December 31, 1997, the Company had long-term debt as follows:

Note payable--members, due June 1, 1999, interest at prime plus 1% and payable
  beginning January 1, 1998....................................................  $   4,835,000
Note payable--other, due June 1, 1999, interest at prime plus 1% and payable
  beginning January 1, 1998....................................................      1,500,000
                                                                                 -------------
                                                                                 $   6,335,000
                                                                                 -------------
                                                                                 -------------

The Note payable--members includes borrowings from the founders of the Company. During 1996 and 1997, the founders loaned $1,335,000 and $4,000,000, respectively, to the Company. During 1997, the Company repaid $500,000 of such borrowings. The borrowings were used for working capital purposes.

During 1998, additional funds were advanced to the Company under Note payable--members and interest continued to accrue on all notes payable.

F-11

THESTREET.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(5) LONG-TERM DEBT AND LINE OF CREDIT--(CONTINUED) In April 1998, the holder of the Note payable--other forgave $375,000 of principal in consideration of certain membership units under the limited liability company. The units were given to the holder by two members from existing membership interests of the Company. There were no new membership interests issued by the Company as a result of this transaction.

In May 1998, the Note payable--members of $10,443,342, including accrued interest, and the Note payable--other of $1,250,613, including accrued interest, were converted into Class D and Class E membership interests. Subsequent thereto, the membership interests were converted into 116,941 shares of Series A 9 1/2% cumulative preferred stock.

(6) INCOME TAXES

On May 7, 1998, the Company converted from an LLC to a C corporation for Federal and state income tax purposes. For the period from May 7, 1998 to December 31, 1998, the Company incurred approximately $10.9 million of net operating loss carryforwards available to offset future taxable income through 2013.

In accordance with SFAS No. 109, the Company recognized a deferred tax asset of $4.3 million primarily resulting from the above mentioned net operating loss carryforward. A full valuation allowance has been recorded related to the deferred tax asset as a result of management's uncertainty as to the realization of such asset. Accordingly, no provision has been recorded. There are no other significant temporary differences.

Had the Company applied the provisions of SFAS 109 for the period from inception through May 7, 1998 the Company would have recorded a deferred tax asset, primarily from net operating loss carryforwards and a corresponding full valuation allowance.

(7) STOCKHOLDERS' EQUITY (DEFICIT)

The total number of shares of all classes of stock which the Corporation is authorized to issue is 110,000,000, consisting of 10,000,000 shares of preferred stock, par value of $0.01 per share and 100,000,000 shares of common stock, par value of $0.01 (see Note 11).

1998 PRIVATE PLACEMENTS

In May 1998, the Company raised approximately $10 million of gross proceeds by completing a private placement of 101,475 shares of Redeemable Convertible Series B 9 1/2% Cumulative Preferred Stock ("Series B Preferred Stock") and 3,418,333 shares of Common Stock to a group of investors. In connection with the transaction, the Company granted the purchasers of such stock certain registration rights.

At such time, the Company also entered into a Stockholders' Agreement with such stockholders which, by its terms, will terminate upon the consummation of the initial public offering. Subject to certain conditions, the shares of each series of the Convertible Preferred Stock and dividends carry the following rights and will automatically convert into Common Stock as follows:

The Series A and B Preferred Stock accumulate dividends annually at $9.50 per share. These shares are senior to Common Stock and Series C Convertible Preferred Stock ("Series C Preferred Stock") and are pari passu to one another. The shares have no voting rights and a liquidation preference of $100 per share plus accumulated dividends. The shares plus any accrued and unpaid dividends mandatorily convert to Common Stock upon a qualified initial public offering ("IPO") at the liquidation preference payment divided by the IPO price. The Series B Preferred Stock also has a redemption feature whereby, at the option of the holder, the Series B Preferred

F-12

THESTREET.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(7) STOCKHOLDERS' EQUITY (DEFICIT)--(CONTINUED)

Stock may be redeemed at the liquidation value of $100 per share plus accumulated dividends. The shares are redeemable one third per year beginning in June 2003 through June 2005. During 1998, the Company recorded approximately $481,000 as a charge to additional paid in capital to accrete the Series B Preferred Stock to its redemption value. In addition, the Series B Preferred Stock has been increased by accumulated dividends which are payable under the redemption feature.

The Series C Convertible Preferred Stock is senior only to the Common Stock. These shares have no voting rights and a liquidation preference of $100 per share. The shares mandatorily convert to common stock upon an IPO at the liquidation preference payment divided by the IPO price.

In December 1998, the Company raised approximately $25 million of gross proceeds by completing a private placement of 243,891 shares of Series B Preferred Stock and 4,072,778 shares of Common Stock to a group consisting of certain existing stockholders and other investors. As of December 31, 1998, approximately $525,000 of the proceeds had not yet been received and is reflected in other receivables in the accompanying balance sheet. In connection with this transaction the Company amended and restated the Registration Rights Agreement and the Stockholders' Agreement in each case to include, among other things, the new purchasers.

REGISTRATION RIGHTS

In December 1998, the Company entered into an Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") with existing stockholders pursuant to which the Company granted certain registration rights in respect of certain shares of Common Stock held by the existing stockholders. Such stockholders are hereinafter referred to as the "existing stockholders". Pursuant to the Registration Rights Agreement, at any time, on or after the first anniversary of the IPO, certain existing stockholders of Common Stock may request the Company to register all or any portion of the Common Stock purchased by the existing stockholders in the Private Placements (hereinafter referred to as the "Restricted Stock"). However, the securities to be registered must have a reasonably anticipated aggregate public offering price of at least $500,000.

In addition, the holders of Restricted Stock will have certain "piggyback" registration rights. If the Company proposes to register and common stock under the Securities Act of 1933 each holder of Restricted Stock may require the Company to include all or a portion of their Restricted Stock in such registration, provided however, that the managing underwriter, if any, of such offering has certain rights to limit the number of Restricted Stock proposed to be included in such registration.

STOCK OPTIONS

Under the terms of the Company's 1998 Stock Option and Incentive Plan (the "Stock Option Plan"), 2,527,272 shares of common stock of the Company have been reserved for incentive stock options, nonqualified stock options (incentive and nonqualified stock options are collectively referred to as "Options"), restricted stock, or any combination thereof. Awards may be granted to such directors, employees and consultants of the Company as the Compensation Committee of the Board of Directors shall in its discretion select. Only employees of the Company are eligible to receive grants of incentive stock options.

F-13

THESTREET.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(7) STOCKHOLDERS' EQUITY (DEFICIT)--(CONTINUED) Had compensation for the Stock Option Plan been determined consistent with the provisions of SFAS No. 123, the effect on the Company's net loss and basic and diluted net loss per share would have been changed to the following pro forma amounts:

                                                                                 YEAR ENDED
                                                                                DECEMBER 31,
                                                                                    1998
                                                                                ------------
Net loss, as reported........................................................   $(16,358,451)
                                                                                ------------
                                                                                ------------
Net loss, pro forma..........................................................   $(16,360,457)
                                                                                ------------
                                                                                ------------
Basic and diluted loss per share, as reported................................   $      (2.13)
                                                                                ------------
                                                                                ------------
Basic and diluted loss per share, pro forma..................................   $      (2.13)
                                                                                ------------
                                                                                ------------

A summary of the activity of the Stock Option Plan for the year ended December 31, 1998 is as follows:

                                                                                 WEIGHTED
                                                                   NUMBER OF     AVERAGE
                                                                    SHARES      EXERCISE PRICE
                                                                   ---------    --------------
Options outstanding, January 1, 1998............................          --        $   --
  Options granted...............................................   1,663,953          0.12
  Options exercised.............................................     (30,303)         0.03
  Options cancelled.............................................    (136,364)         0.03
                                                                   ---------
Options outstanding, December 31, 1998..........................   1,497,286          0.12
                                                                   ---------
                                                                   ---------

During 1998, the Company entered into an agreement with one of its stockholders whereby the stockholder agreed to provide the shares of Common Stock due the optionholder upon the optionholder's exercise. During 1998, the stockholder delivered 136,364 shares upon exercise of the options which are reflected as cancellations in the above table. As of December 31, 1998, there are 60,606 options outstanding included in the above table for which the stockholder is responsible. These options will be vested in 1999.

There were no options granted prior to January 1, 1998. As of December 31, 1998, 50,167 of the above options were exercisable. The above options vest up to a four-year period and have terms not to exceed 10 years. Generally, options are granted at fair market value with exercise prices determined by the Company's Compensation Committee. For options granted at less than fair market value, a compensation charge will be recognized for the difference between the exercise price and fair market value over the vesting period.

The fair value of each option grant has been estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

                                                             DECEMBER 31,
                                                                1998
                                                             ------------
Expected option lives.....................................     4 years
Risk-free interest rates..................................         6.0%
Expected volatility.......................................           0%
Dividend yield............................................           0%

Because the determination of fair value of all options granted after such time as the Company becomes a public entity will include an expected volatility in addition to factors described in the above table, the results may not be representative of future periods.

F-14

THESTREET.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(7) STOCKHOLDERS' EQUITY (DEFICIT)--(CONTINUED) The following table summarizes information about options outstanding at December 31, 1998:

                                                               OPTIONS OUTSTANDING
                                                   -------------------------------------------
                                                                  WEIGHTED
                                                                  AVERAGE
                                                   NUMBER OF     REMAINING       WEIGHTED
                                                     SHARES      CONTRACTUAL     AVERAGE
RANGE OF EXERCISE PRICE                            OUTSTANDING      LIFE        EXERCISE PRICE
------------------------------------------------   ----------    -----------    --------------
$0.03-0.033.....................................      388,788    4.7 years          $ 0.03
 0.15...........................................    1,106,832    5.8 years            0.15
 3.00...........................................        1,666    5.0 years            3.00
                                                   ----------
                                                    1,497,286
                                                   ----------
                                                   ----------

DEFERRED COMPENSATION

During 1998, the Company granted stock options with exercise prices which were less than fair market value of the underlying shares of common stock on the date of grant. As a result, the Company has recorded deferred compensation of approximately $1,668,000 as of December 31, 1998. This amount will be recognized as noncash compensation expense over the vesting period of the options (2 to 4 years).

(8) COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

The Company is committed under operating leases, principally for office space and equipment. Certain leases are subject to rent reviews and require payment of expenses under escalation clauses. Rent expense and equipment rental were $40,820, $160,257 and $700,073, respectively, for the three years ended December 31, 1998. Future minimum base rents under terms of noncancelable operating leases are as follows for the years ending December 31:

1999.....................................................   $2,278,997
2000.....................................................      492,145
2001.....................................................      464,866
2002.....................................................      474,796
2003.....................................................      429,036
Thereafter...............................................    1,642,356

A company controlled by a shareholder has guaranteed obligations under the operating lease for the Company's office space. Subsequent to year end, the Company released the shareholder of this obligation after providing a letter of credit in the amount of approximately $1.4 million to the landlord.

LITIGATION

The Company, from time to time, becomes involved in various routine legal proceedings in the ordinary course of its business. The Company believes that the outcome of all pending legal proceedings and unasserted claims in the aggregate will not have a material adverse effect on its results of operations, financial position or liquidity.

CONTENT AND DISTRIBUTION AGREEMENTS

The Company has various content and distribution agreements with vendors. The agreements require the Company to provide certain content and subscriptions to the vendors in exchange for various services. The agreements expire at various dates through 2000.

F-15

THESTREET.COM, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(8) COMMITMENTS AND CONTINGENCIES--(CONTINUED) EMPLOYMENT AGREEMENTS

The Company has employment agreements with certain of its officers. The agreements provide for payments of approximately $623,000, $350,000 and $262,000 during December 31, 1999, 2000 and 2001, respectively, and expire at various dates through September 30, 2001.

(9) EMPLOYEE BENEFIT PLAN

Effective January 1, 1997, the Company adopted a noncontributory savings plan with a salary reduction arrangement in accordance with Section 401(k) of the Internal Revenue Code. The 401(k) plan covers all eligible employees and is funded solely by employee contributions.

(10) MAJOR CUSTOMERS

Revenue from one customer accounted for approximately $1,007,250 (22%) of total revenue for the year ending December 31, 1998 and had $102,333 of accounts receivable outstanding at December 31, 1998.

No customer accounted for more than 10% of revenues in 1997 and 1996.

Substantially all of the Company's revenues have been derived from within the United States.

(11) SUBSEQUENT EVENTS (UNAUDITED)

INITIAL PUBLIC OFFERING

The Company is contemplating an initial public offering of its securities, the shares of common stock and offering price per share to be determined.

STOCK SPLIT

All share amounts have been retroactively adjusted to reflect the one-for-three reverse common stock split which was approved by the Company's Board of Directors on February 16, 1999. This item is subject to stockholder approval.

RIGHTS AGREEMENT

In February 1999, the Company's Board of Directors adopted a Rights Agreement whereby certain rights to purchase preferred stock will be issued with each share of common stock issued after May 7, 1998.

EQUITY INVESTMENTS

On February 22, 1999, the Company sold 37,728 shares of Series B Preferred Stock and 1,320,901 shares of Common Stock to the New York Times ("NYT") in exchange for $3 million in cash and $12 million of services. Under the agreement, the New York Times and its affiliates will provide $12 million of services over a four-year period in return for its ownership position. Any unused portion of these services are payable in cash. The $12 million will be reflected in equity as an advertising receivable. The Company will record advertising expense based upon the best available advertising contract rates being charged by the NYT to advertisers spending comparable amounts with a corresponding credit to the advertising receivable.

In February 1999 the Company sold 83,333 shares of Common Stock for $1 million.

STOCK OPTION PLAN

In March 1999, the Company increased the number of shares reserved for the issuance of stock options under the Stock Option Plan from 2,527,272 to 4,400,000.

F-16

UNDERWRITING

TheStreet.com and the underwriters named below (the "Underwriters") have entered into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table. Goldman, Sachs & Co., Hambrecht & Quist LLC and Thomas Weisel Partners LLC are the representatives of the Underwriters.

                           Underwriters                              Number of Shares
------------------------------------------------------------------   ----------------
Goldman, Sachs & Co...............................................
Hambrecht & Quist LLC.............................................
Thomas Weisel Partners LLC........................................
                                                                        ----------
     Total........................................................       5,500,000
                                                                        ----------
                                                                        ----------


If the Underwriters sell more than the total number set forth in the table above, the Underwriters have an option to buy up to an additional 741,667 shares from TheStreet.com and up to an additional 83,333 shares from Mr. Kevin English, TheStreet.com's chairman of the board, chief executive officer and president, to cover such sales. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the Underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following tables show the per share and total underwriting discounts and commissions to be paid to the Underwriters by TheStreet.com. Such amounts are shown assuming both no exercise and full exercise of the Underwriters' option to purchase additional shares.

               Paid by TheStreet.com
---------------------------------------------------
                       No Exercise    Full Exercise
                       -----------    -------------
Per Share...........      $               $
Total...............      $               $

The following tables show the per share and total underwriting discounts and commissions to be paid to the Underwriters by Mr. English assuming full exercise of the Underwriters' option to purchase additional shares from Mr. English.

                                 Paid by Mr.
                                   English
                                 ------------------
Per Share.....................          $
Total.........................          $

Shares sold by the Underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the Underwriters to securities dealers may be sold at a discount of up to $ per share from the initial public offering price. Any such securities dealers may resell any shares purchased from the Underwriters to certain other brokers or dealers at a discount of up to $ per share from the initial public offering price. If all the shares are not sold at the initial offering price, the representatives may change the offering price and the other selling terms.

TheStreet.com, and its directors, officers and substantially all of its stockholders have agreed with the Underwriters not to dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of the representatives. This agreement does not apply to any existing employee benefit plans. See "Shares Eligible for Future Sale" for a discussion of certain transfer restrictions.

Prior to the offering, there has been no public market for the shares. The initial public offering price will be negotiated among the TheStreet.com and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be TheStreet.com's historical performance, estimates of the business potential and

U-1

earnings prospects of the TheStreet.com, an assessment of the TheStreet.com's management and the consideration of the above factors in relation to market valuation of companies in related businesses.

The common stock will be quoted on the Nasdaq National Market under the symbol "TSCM."

In connection with the offering, the Underwriters may purchase and sell shares of common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the Underwriters of a greater number of shares than they are required to purchase in the offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the common stock while the offering is in progress.

The Underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the other underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

These activities by the Underwriters may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time. These transactions may be effected on the Nasdaq National Market, in the over-the-counter market or otherwise.

A research analyst from Hambrecht & Quist is a contributor to TheStreet.com web site but does not receive any compensation.

The Underwriters do not expect sales to discretionary accounts to exceed five percent of the total number of shares offered.

At the request of TheStreet.com, the Underwriters have reserved at the initial public offering price up to approximately 305,000 shares of common stock for sale to employees, directors, friends, and persons having business relationships with TheStreet.com through a directed share program. In addition, at the request of TheStreet.com, the Underwriters have reserved at the initial public offering price up to 240,000 shares of common stock for sale through a directed share program to 5,000 U.S. residents who will be randomly selected from a pool of subscribers of TheStreet.com as of February 22, 1999. These persons will have to meet eligibility requirements of the National Association of Securities Dealers to purchase shares. The number of shares available for sale to the general public in this offering will be reduced by the number of reserved shares sold. Any reserved shares not so purchased will be offered to the general public on the same basis as the other shares offered hereby.

In April 1999, TheStreet.com entered into a memorandum of understanding with News America Incorporated under which, among other things, News America will purchase $7.5 million of the common stock to be sold in the offering at a price per share equal to the initial public offering price. If the shares reserved for purchase by News America are not purchased, then these shares will be offered to the general public on the same basis as the other shares offered hereby.

Thomas Weisel Partners LLC, one of the representatives of the underwriters, was organized and registered as a broker-dealer in December 1998. Since December 1998, Thomas Weisel Partners has been named as a lead or co-manager on 20 filed public offerings of equity securities, of which six have been completed, and has acted as a syndicate member in an additional eight public offerings of equity securities. Thomas Weisel Partners does not have any material relationship with us or any of our officers, directors or other controlling persons, except with respect to its contractual relationship with us pursuant to the underwriting agreement entered into in connection with this offering.

TheStreet.com estimates that its share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $2,400,000.

TheStreet.com has agreed to indemnify the several Underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

U-2

INSIDE BACK COVER

I. Advertisement--The image of a standing man wearing a suit, facing away from the camera and hiding a knife. This advertisement includes the following text (left-hand side of page):

What corporate merger is about to get ugly? Find out on TheStreet.com. Uncut financial news. Provocative market insight. For a Free 30 Day Trial checkout www.thestreet.com. www.thestreet.com
1-800-996-4TSC
Also introducing TheStreet.com Intranet Service. For more information, call 1-800-562-9571.
(c) TheStreet.com, All Rights Reserved.

II. Text Box--Headlined "Advertising" with the following text (top right-hand corner of page):

As part of a comprehensive marketing campaign, TheStreet.com advertises in a variety of media, including cable television networks, newspapers, magazines, billboards and other web sites.

III. Advertisement--Includes a TheStreet.com logo and below the logo four gift-wrapping bows in a line, enclosed by quotation marks. Below the pictures of bows is the following text (center of the page):

"Think Stocks Not Socks"
-Business Week, December 7, 1998

IV. Advertisement--Includes the image of an ear and the following text (center of the page):

PSSST! WHAT'S WALL STREET
whispering?
READ (circled)
www.TheStreet.com
Get One Month Free.

V. Text Box--Headlined "Strategic Partnerships" with the following text (bottom of the page):

TheStreet.com builds its subscriber base and brand awareness through both subscription distribution and content syndication relationships with leading companies.

ABCNEWS.com
America Online
DLJdirect
E*TRADE
Intuit
The New York Times Co.
News America
3Com
Yahoo!






No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.


TABLE OF CONTENTS

                                                  Page
                                                  ----
Prospectus Summary.............................      3
Risk Factors...................................      6
Forward Looking Statements; Market Data........     15
Use of Proceeds................................     16
Dividend Policy................................     16
Corporate Information..........................     16
Capitalization.................................     17
Dilution.......................................     18
Selected Financial Data........................     19
Management's Discussion and
  Analysis of Financial Condition
  and Results of Operations....................     21
Business.......................................     28
Management.....................................     40
Certain Transactions...........................     49
Principal Stockholders.........................     51
Description of Capital Stock...................     53
Shares Eligible for Future Sale................     57
Legal Matters..................................     58
Experts........................................     58
Change in Accountants..........................     58
Additional Information.........................     58
Index to Financial Statements..................    F-1
Underwriting...................................    U-1


Through and including , 1999 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

5,500,000 Shares

THESTREET.COM, INC.
Common Stock


GOLDMAN, SACHS & CO.

HAMBRECHT & QUIST

THOMAS WEISEL PARTNERS LLC

Representatives of the Underwriters






PART II

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table indicates the expenses to be incurred in connection with the offering described in this Registration Statement, all of which will be paid by the Company. All amounts are estimates, other than the SEC registration fee, the NASD fee, and the Nasdaq listing fee.

SEC Registration fee.......................................   $   22,859
NASD fee...................................................   $    8,223
Nasdaq listing fee.........................................   $   95,000
Accounting fees and expenses...............................   $  250,000
Legal fees and expenses....................................   $  850,000
Director and officer insurance expenses....................   $  150,000
Printing and engraving.....................................   $  700,000
Transfer Agent fees and expenses...........................   $    3,500
Blue sky fees and expenses.................................   $   15,000
Miscellaneous expenses.....................................   $  305,418
                                                              ----------
  Total....................................................   $2,400,000
                                                              ----------
                                                              ----------

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 102 of the Delaware General Corporation Law ("DGCL"), as amended, allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.

Section 145 of the DGCL provides, among other things, that the Company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the Company) by reason of the fact that the person is or was a director, officer, agent or employee of the Company or is or was serving at the Company's request as a director, officer, agent, or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' ties, judgment, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding. The power to indemnify applies (a) if such person is successful on the merits or otherwise in defense of any action, suit or proceeding, or (b) if such person acted in good faith and in a manner he reasonably believed to be in the best interest, or not opposed to the best interest, of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The power to indemnify applies to actions brought by or in the right of the Company as well, but only to the extent of defense expenses (including attorneys' fees but excluding amounts paid in settlement) actually and reasonably incurred and not to any satisfaction of judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made in the event of any adjudication of negligence or misconduct in the performance of his duties to the Company, unless the court believes that in light of all the circumstances indemnification should apply.

Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

II-1


Our Amended and Restated Certificate of Incorporation includes a provision that eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except for liability:

-- for any breach of the director's duty of loyalty to TheStreet.com or its stockholders;

-- for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

-- under the section 174 of the Delaware General Corporation Law regarding unlawful dividends and stock purchases; or

-- for any transaction from which the director derived an improper personal benefit.

These provisions are permitted under Delaware law.

Our Amended and Restated Bylaws provide that:

-- we must indemnify our directors and officers to the fullest extent permitted by Delaware law;

-- we may indemnify our other employees and agents to the same extent that we indemnified our officers and directors, unless otherwise determined by our Board of Directors; and

-- we must advance expenses, as incurred, to our directors and executive officers in connection with a legal proceeding to the fullest extent permitted by Delaware Law.

The indemnification provisions contained in the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are not exclusive of any other rights to which a person may be entitled by law, agreement, vote of stockholders or disinterested directors or otherwise. In addition, the Company maintains insurance on behalf of its directors and executive officers insuring them against any liability asserted against them in their capacities as directors or officers or arising out of such status.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since its inception, we issued and sold the following securities to certain corporate and institutional investors and high net worth individuals, including certain of our directors and officers, in transactions exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereunder:

From our inception as a limited liability company in June 1996, until May 1998, we were financed through contributions from our founders and through loans at the prime interest rate plus 1%. In return for their contributions, our founders received certain amounts of our Class A, B, C and D membership units of the limited liability company and a lender received Class E units.

In May 1998, our Board of Directors approved our reorganization from a limited liability company into a C Corporation. As part of this reorganization, each Class C membership unit was converted into 181.81818 shares of our common stock. In addition, our Class A and Class B membership units were converted into shares of our Series A 9 1/2% Cumulative Preferred Stock and Series C Preferred Stock at a ratio of one preferred share per $100 of both Class A and Class B membership units. Our Class D and Class E membership units were converted into shares of our Series A 9 1/2% Cumulative Preferred Stock at a ratio of one preferred share per $100 of Class D and Class E membership units.

In May 1998, we sold 101,475 shares of our Redeemable Convertible Series B 9 1/2% Cumulative Preferred Stock ("Series B Preferred Stock") and 3,418,333 shares of our common stock to a group of investors comprising of our founders, corporate and institutional investors, venture capital funds and high net worth individuals including certain of our directors and officers for an aggregate price of approximately $10,000,000.

In December 1998, we sold 243,891 shares of our Series B Preferred Stock and 4,072,778 shares of our common stock to a group of investors comprising of our founders, corporate and

II-2


institutional investors, venture capital funds and high net worth individuals including certain of our directors and officers for an aggregate price of approximately $25,000,000.

In February 1999, we sold 83,333 shares of our common stock to a corporate investor for an aggregate price of $1,000,000.

In February 1999, we also sold 37,728 shares of our Series B Preferred Stock and 1,320,901 shares of our common stock to The New York Times Company for an aggregate consideration of $15,000,000 in cash and services.

From time to time, we have granted stock options to employees. The following table sets forth information regarding the grants during the past three fiscal years:

                                                                      NUMBER OF        WEIGHTED AVERAGE
                                                                     SHARES GRANTED    EXERCISE PRICE
                                                                     --------------    ----------------
June 18, 1996 (inception) through December 31, 1996...............             --               --
January 1, 1997 through December 31, 1997.........................             --               --
January 1, 1998 through December 31, 1998.........................      1,663,953           $ 0.12

No underwriters were involved in connection with the sales of securities referred to in this Item 15.

ITEM 16.

(a) EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

EXHIBIT         DESCRIPTION OF EXHIBIT
--------        -----------------------------------------------------------------------------------------------------
     1.1  --    Form of Underwriting Agreement
     3.1  --    Form of Amended and Restated Certificate of Incorporation of TheStreet.com
     3.2  --    Form of Amended and Restated By-laws of TheStreet.com*
     4.1  --    Amended and Restated Registration Rights Agreement, dated as of December 21, 1998, among
                TheStreet.com and stockholders named therein*
     4.2  --    Form of TheStreet.com's Rights Plan*
     4.3  --    Specimen Certificate for TheStreet.com's common stock
     5.1  --    Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
    10.1  --    License Agreement, dated February 17, 1999, between Yahoo! Inc. and TheStreet.com, Inc.+
    10.2  --    The Amended and Restated 1998 Stock Incentive Plan of the TheStreet.com
  10.2.1  --    Amendment No. 1, dated March 25, 1999, to the Amended and Restated 1998 Stock Incentive Plan of
                TheStreet.com
    10.3  --    Interactive Services Agreement, dated April 16, 1998, between America Online, Inc. and TheStreet.com,
                L.L.C.+
  10.3.1  --    Letter, dated July 24, 1998, from America Online, Inc.*
    10.4  --    Content License and Marketing Agreement, dated as of January 12, 1999, between E*TRADE Group, Inc.
                and TheStreet.com, Inc.+
    10.5  --    Employment Agreement, dated October 6, 1998, between Kevin English and TheStreet.com, Inc.*
    10.6  --    Employment Agreement, dated February 22, 1999, between James Cramer and TheStreet.com, Inc.*
    10.7  --    Content License Agreement, dated January 1, 1998, between Yahoo! Inc. and TheStreet.com, Inc.+
    16.1  --    Letter, dated March 2, 1999, from Anchin, Block and Anchin LLP*
    23.1  --    Consent of Arthur Andersen LLP
    23.2  --    Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
    24.1  --    Power of Attorney*
    24.2  --    Power of Attorney of Michael Golden*
    99.1  --    Consent of Michael Golden*
    99.2  --    Consent of International Data Corporation*
    99.3  --    Consent of Forrester Research, Inc.*
    99.4  --    Consent of @plan*
    99.5  --    Consent of NFO Interactive*
    99.6  --    Consent of DoubleClick Inc.


* Previously filed

+ Confidential treatment has been requested for certain portions of these documents.

(b) Financial Statement Schedules.

II-3


ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes to provide to the Underwriters at the closing certificates in such denominations and registered in such names as required by the Underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the provisions described in Item 14, or otherwise, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by the registrant against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against pubic policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497 (h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bonafide offering thereof.

II-4


SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS AMENDMENT NO. 3 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON APRIL 19, 1999.

TheStreet.com, Inc. By: *
Name: Kevin English Title: Chairman of the Board of Directors, Chief Executive Officer and President

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT NO. 3 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED BELOW.

                SIGNATURE                                          TITLE                               DATE
------------------------------------------  ---------------------------------------------------   --------------
                    *                       Chairman of the Board of Directors, Chief Executive   April 19, 1999
------------------------------------------  Officer and President
              Kevin English

             /s/ Paul Kothari               Chief Financial Officer                               April 19, 1999
------------------------------------------
               Paul Kothari

                    *                       Editor-in-Chief and Director                          April 19, 1999
------------------------------------------
               Dave Kansas

                    *                       Director                                              April 19, 1999
------------------------------------------
             James J. Cramer

                    *                       Director                                              April 19, 1999
------------------------------------------
              Martin Peretz

                    *                       Director                                              April 19, 1999
------------------------------------------
               Fred Wilson

                    *                       Director                                              April 19, 1999
------------------------------------------
              Jerry Colonna

                    *                       Director                                              April 19, 1999
------------------------------------------
           Edward F. Glassmeyer

                    *                       Director                                              April 19, 1999
------------------------------------------
              Michael Golden

          * By: /s/ Paul Kothari            Attorney-In-Fact                                      April 19, 1999
------------------------------------------
               Paul Kothari

II-5


SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

For the Period from June 18, 1996 (Inception) to December 31, 1996 and the Years Ended December 31, 1997 and 1998

                                                          BALANCE AT    PROVISIONS                  BALANCE AT
                                                          BEGINNING     CHARGED TO                   END OF
                                                          OF PERIOD      EXPENSE      WRITE-OFFS     PERIOD
                                                          ----------    ----------    ----------    ----------
December 31, 1996......................................    $      0      $      0      $      0      $      0
                                                           --------      --------      --------      --------
December 31, 1997......................................    $      0      $      0      $      0      $      0
                                                           --------      --------      --------      --------
December 31, 1998......................................    $      0      $ 40,000      $      0      $ 40,000
                                                           --------      --------      --------      --------


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To TheStreet.com, Inc.:

We have audited in accordance with generally accepted auditing standards, the financial statements of TheStreet.com, Inc. included in this registration statement and have issued our report thereon dated February 9, 1999. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule listed in the index above is the responsibility of the Company's management and is presented for purpose of complying with the Securities and Exchange Commissions rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly states in all material respects, the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.

ARTHUR ANDERSEN LLP

New York, New York
February 9, 1999


EXHIBIT INDEX

EXHIBIT  DESCRIPTION OF EXHIBIT
------   ----------------------------------------------------------------------------------------------------------
 1.1      --   Form of Underwriting Agreement
 3.1      --   Form of Amended and Restated Certificate of Incorporation of TheStreet.com
 3.2      --   Form of Amended and Restated By-laws of TheStreet.com*
 4.1      --   Amended and Restated Registration Rights Agreement, dated as of December 21, 1998, among
               TheStreet.com and stockholders named therein*
 4.2      --   Form of TheStreet.com's Rights Plan*
 4.3      --   Specimen Certificate for TheStreet.com's common stock
 5.1      --   Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
10.1      --   License Agreement, dated February 17, 1999, between Yahoo! Inc. and TheStreet.com, Inc.+
10.2      --   The Amended and Restated 1998 Stock Incentive Plan of the TheStreet.com
10.2.1    --   Amendment No. 1, dated March 25, 1999, to the Amended and Restated 1998 Stock Incentive Plan of
               TheStreet.com
10.3      --   Interactive Services Agreement, dated April 16, 1998, between America Online, Inc. and
               TheStreet.com, L.L.C.+
10.3.1    --   Letter, dated July 24, 1998, from America Online, Inc.*
10.4      --   Content License and Marketing Agreement, dated as of January 12, 1999, between E*TRADE Group, Inc.
               and TheStreet.com, Inc.+
10.5      --   Employment Agreement, dated October 6, 1998, between Kevin English and TheStreet.com, Inc.*
10.6      --   Employment Agreement, dated February 22, 1999, between James Cramer and TheStreet.com, Inc.*
10.7      --   Content License Agreement, dated January 1, 1998, between Yahoo! Inc. and TheStreet.com, Inc.+
16.1      --   Letter, dated March 2, 1999, from Anchin, Block and Anchin LLP*
23.1      --   Consent of Arthur Andersen LLP
23.2      --   Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
24.1      --   Power of Attorney*
24.2      --   Power of Attorney of Michael Golden*
99.1      --   Consent of Michael Golden*
99.2      --   Consent of International Data Corporation*
99.3      --   Consent of Forrester Research, Inc.*
99.4      --   Consent of @plan*
99.5      --   Consent of NFO Interactive*
99.6      --   Consent of DoubleClick Inc.


* Previously filed

+ Confidential treatment has been requested for certain portions of these documents.


TheStreet.com, Inc.

Common Stock, par value $0.01 per share


Underwriting Agreement

, 19

Goldman, Sachs & Co.
Hambrecht & Quist LLC
Thomas Weisel Partners LLC
As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004

Ladies and Gentlemen:

TheStreet.com, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of ........ shares (the "Firm Shares") and, at the election of the Underwriters, up to ........ additional shares (the "Company Optional Shares") of common stock, par value $0.01 per share ("Common Stock"), of the Company, and the stockholder of the Company named in Schedule II hereto (the "Selling Stockholder") proposes, subject to the terms and conditions stated herein, to sell to the Underwriters, at the election of the Underwriters, up to . . . additional shares of Common Stock (the "Selling Stockholder Optional Shares"). The aggregate of . . . Company Optional Shares and Selling Stockholder Optional Shares is herein called the "Optional Shares." The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "Shares."

1. (a) The Company represents and warrants to, and agrees with, each of the Underwriters that:

(i) A registration statement on Form S-1 (File No. 333-72799) (the "Initial Registration Statement") in respect of the Shares has been filed with the Securities and Exchange Commission (the "Commission"); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto, to you for

1

each of the other Underwriters, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a "Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"), which became effective upon filing, no other document with respect to the Initial Registration Statement has heretofore been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a "Preliminary Prospectus"; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the "Registration Statement"; and such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the "Prospectus");

(ii) No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through Goldman, Sachs & Co. expressly for use therein;

(iii) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto, and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a

2

material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through Goldman, Sachs & Co. expressly for use therein or by a Selling Stockholder expressly for use therein;

(iv) The Company has not sustained since the date of the latest audited financial statements included in the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any change in the capital stock or long-term debt of the Company or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, business, properties, financial position, stockholders' equity or results of operations of the Company, otherwise than as set forth or contemplated in the Prospectus;

(v) The Company has good and marketable title to all personal property owned by it, in each case free and clear of all liens, encumbrances and defects except such as are described in the Prospectus or such as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company; and any real property and buildings held under lease by the Company are held by it under valid, subsisting and enforceable leases with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company;

(vi) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except, where the failure to be so qualified or, where applicable, in good standing, would not have a material adverse effect on the management, business, properties, financial position, stockholders' equity or results of operations of the Company;

(vii) The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company

3

(including, without limitation, the Selling Stockholder Optional Shares)
have been duly and validly authorized and issued, are fully paid and non-assessable, and were issued in compliance with federal and state securities laws; and conform to the description of the capital stock contained in the Prospectus; The description of the Company's stock option and rights plan, and the options or other rights granted and exercised thereunder, set forth in the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, options and rights.

(viii) The Firm Shares and the Company Optional Shares to be issued and sold by the Company to the Underwriters hereunder have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and non-assessable, will be free and clear of all liens, encumbrances, equities or claims, and the issuance of the Firm Shares and the Company Optional Shares shall not have violated any preemptive right, co-sale right, registration right, right of first refusal or other similar right of existing stockholders; and the Shares will conform to the description of the Common Stock contained in the Prospectus;

(ix) The issue and sale of the Firm Shares and the Company Optional Shares by the Company and the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the material terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the Amended and Restated Certificate of Incorporation or Amended and Restated By-laws of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and the sale of the Firm Shares and the Company Optional Shares or the consummation by the Company of the transactions contemplated by this Agreement, except the registration under the Act of the Shares and such consents, approvals, authorizations, registrations or qualifications as may be required by the National Association of Securities Dealers, Inc., the Nasdaq National Market, or under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters;

(x) The Company is not in violation of its Amended and Restated Certificate of Incorporation or Amended and Restated By-laws or in default in the performance or observance of any material obligation, agreement, covenant

4

or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound;

(xi) The statements set forth in the Prospectus under the caption "Description of Capital Stock", insofar as they purport to constitute a summary of the terms of the Common Stock and to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair;

(xii) Other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company is a party or of which any property of the Company is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the management, business, properties, financial position, stockholders' equity or results of operations of the Company and its subsidiaries; and, to the Company's knowledge, no such proceedings are threatened or contemplated by any governmental authorities or threatened by others;

(xiii) The Company is not and, after giving effect to the offering and sale of the Shares, will not be an "investment company", as such term is defined in the Investment Company Act of 1940, as amended (the "Investment Company Act");

(xiv) Neither the Company nor any of its affiliates does business with the government of Cuba or with any person or affiliate located in Cuba within the meaning of Section 517.075, Florida Statutes;

(xv) Arthur Andersen LLP, who have certified certain financial statements of the Company, are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder; the audited financial statements and the unaudited financial statements of the Company, together with the related schedules and notes, forming part of the Registration Statement and Prospectus, fairly present the financial position and the results of operations of the Company at the respective dates and for the respective periods to which they apply; all audited financial statements and unaudited financial statements of the Company, together with the related schedules and notes filed with the Commission as part of the Registration Statement, have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved except as may be otherwise stated therein. The selected and summary financial and statistical data included in the Registration Statement present fairly the information shown therein and have been compiled on a basis consistent with the audited financial statements presented therein. No other

5

financial statements or schedules are required to be included in the Registration Statement;

(xvi) Subsequent to the respective dates as of which unaudited financial information is provided in the Registration Statement and Prospectus, there has not been (i) material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, business, properties, financial position, stockholders' equity or results of operations of the Company and its subsidiaries, (ii) any transaction that is material to the Company, except transactions entered into in the ordinary course of business, (iii) any obligation, direct or contingent, that is material to the Company, incurred by the Company, except obligations incurred in the ordinary course of business, (iv) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company, or (v) any loss or damage (whether or not insured) to the property of the Company which has been sustained or will have been sustained which has a material adverse effect on the management, business, properties, financial position, stockholders' equity or results of operations of the Company;

(xvii) The Company has reviewed its operations and any third parties with which the Company has a material relationship to evaluate the extent to which the business or operations of the Company will be affected by the Year 2000 Problem. As a result of such review, the Company has no reason to believe, and does not believe, that the Year 2000 Problem will have a material adverse effect on the management, the current or future financial position, business prospects, stockholders' equity or results of operations of the Company and its subsidiaries or result in any material loss or interference with the Company's business or operations. The "Year 2000 Problem" as used herein means any significant risk that computer hardware or software used in the receipt, transmission, processing, manipulation, storage, retrieval, retransmission or other utilization of data or in the operation of mechanical or electrical systems of any kind will not, in the case of dates or time periods occurring after December 31, 1999, function at least as effectively as in the case of dates or time periods occurring prior to January 1, 2000;

(xviii) Other than as set forth in the Prospectus, the Company has sufficient interests in all patents, trademarks, servicemarks, trade names, copyrights, trade secrets, information, proprietary rights and process ("Intellectual Property") necessary for its business as described in the Prospectus and necessary in connection with the products and services under development, without any conflict with or infringement in the interests of others, and has taken all reasonable steps necessary to secure interests in such Intellectual Property from its contractors; except as set forth in the Prospectus, the Company is not aware of outstanding options, licenses or agreements of

6

any kind relating to the Intellectual Property of the Company that are required to be set forth in the Prospectus, and, except as set forth in the Prospectus, the Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be set forth in the Prospectus; none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual fiduciary obligation binding on the Company or any of its directors, officers, employees, contractors or otherwise in violation of the rights of any persons; except as disclosed in the Prospectus, the Company has not received any written or oral communications alleging that the Company has violated, infringed or conflicted with, or, by conducting its business as set forth in the Prospectus, would violate, infringe or conflict with any of the Intellectual Property of any other person or entity other than any such violation, infringement or conflict which would not have a material adverse effect on the management, the current or future financial position, business prospects, stockholders' equity or results of operations of the Company and its subsidiaries; neither the execution nor delivery of this Agreement, nor the operation of the Company's business by the employees, contractors and agents of the Company, nor the conduct of the Company's business as described in the Prospectus will result in any breach or violation of the terms, conditions or provisions of, constitute a default under, any material contract covenant or instrument known to the Company under which any of such employees, contractors or agents is now obligated; and the Company has taken and will maintain reasonable measures to prevent the unauthorized dissemination or publication of its confidential information and, to the extent contractually required to do so, the confidential information of third parties in its possession;

(xix) The Company has not distributed and will not distribute prior to the completion of the distribution of the Shares, any offering material in connection with the offering and sale of the Shares other than any Preliminary Prospectuses, the Prospectus, the Registration Statement and other materials, if any, permitted by the Act; and

(xx) The Company has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares.

(b) The Selling Stockholder represents and warrants to, and agrees with, each of the Underwriters and the Company that:

(i) All consents, approvals, authorizations and orders necessary for the execution and delivery by the Selling Stockholder of this Agreement and the Power of Attorney hereinafter referred to, and for the sale and delivery of the

7

Selling Stockholder Optional Shares to be sold by such Selling Stockholder hereunder, have been obtained; and the Selling Stockholder has full right, power and authority to enter into this Agreement and the Power-of-Attorney and to sell, assign, transfer and deliver the Selling Stockholder Optional Shares to be sold by the Selling Stockholder hereunder;

(ii) The sale of the Selling Stockholder Optional Shares to be sold by the Selling Stockholder hereunder and the compliance by the Selling Stockholder with all of the provisions of this Agreement and the Power of Attorney and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property of the Selling Stockholder;

(iii) The Selling Stockholder has, and immediately prior to each Time of Delivery (as defined in Section 4 hereof) the Selling Stockholder will have, good and valid title to the Selling Stockholder Optional Shares to be sold by the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or claims; and, upon delivery of the Shares and payment therefor pursuant hereto, good and valid title to the Selling Stockholder Optional Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters;

(iv) During the period beginning from the date hereof and continuing to and including the date 180 days after the date of the Prospectus, not to offer, sell contract to sell or otherwise dispose of, except as provided in the lock-up agreement entered into between the Selling Stockholder and the Underwriters, any securities of the Company that are substantially similar to the Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Common Stock or any such substantially similar securities (other than pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement), without your prior written consent;

(v) The Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation

8

of the price of any security of the Company to facilitate the sale or resale of the Shares;

(vi) To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholder expressly for use therein, such Preliminary Prospectus and the Registration Statement did, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus, when they become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

(vii) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, the Selling Stockholder will deliver to you prior to or at the Time of Delivery (as hereinafter defined) a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof);

(viii) Certificates in negotiable form representing all of the Selling Stockholder Optional Shares to be sold by the Selling Stockholder hereunder have been placed in custody with the Company, and the Selling Stockholder has duly executed and delivered a Power of Attorney, in the form heretofore furnished to you (the "Power of Attorney"), appointing the persons indicated in Schedule II hereto, and each of them, as the Selling Stockholder's attorneys-in-fact (the "Attorneys-in-Fact") with authority to execute and deliver this Agreement on behalf of the Selling Stockholder, to determine the purchase price to be paid by the Underwriters to the Selling Stockholder as provided in Section 2 hereof, to authorize the delivery of the Selling Stockholder Optional Shares to be sold by the Selling Stockholder hereunder and otherwise to act on behalf of the Selling Stockholder in connection with the transactions contemplated by this Agreement; and

(ix) The Selling Stockholder Optional Shares represented by the certificates held in custody for the Selling Stockholder by the Company are subject to the interests of the Underwriters hereunder; the arrangements made by the Selling Stockholder for the custody, and the appointment by the Selling Stockholder of the Attorneys-in-Fact by the Power of Attorney, are to that extent irrevocable; the obligations of the Selling Stockholder hereunder shall not be

9

terminated by operation of law, whether by the death or incapacity of the Selling Stockholder or any such executor or trustee should die or become incapacitated, or if any other such event should occur, before the delivery of the Selling Stockholder Optional Shares hereunder, certificates representing the Selling Stockholder Optional Shares shall be delivered by or on behalf of the Selling Stockholder in accordance with the terms and conditions of this Agreement; and actions taken by the Attorneys-in-Fact pursuant to the Power of Attorney shall be as valid as if such death, incapacity, or other event had not occurred, regardless of whether or not the Attorneys-in-Fact, or any of them, shall have received notice of such death, incapacity or other event.

2. Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $................, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company and the Selling Stockholder agree, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder.

The Company and the Selling Stockholder, as and to the extent indicated in Schedule II hereto, hereby grant, severally and not jointly, to the Underwriters the right to purchase at their election up to ................... Optional Shares, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. Any such election to purchase Optional Shares shall be made initially with respect to the Selling Stockholder Optional Shares to be sold by the Selling Stockholder and only thereafter with respect to the Company Optional Shares to be issued and sold by the Company. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company and the Attorneys-in-Fact, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the Company and the Attorneys-in-Fact otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

10

3. Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus.

4. (a) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Goldman, Sachs & Co. may request upon at least forty-eight hours' prior notice to the Company and the Selling Stockholder shall be delivered by or on behalf of the Company and the Selling Stockholder to Goldman, Sachs & Co., through the facilities of the Depository Trust Company ("DTC") for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company and the Selling Stockholder, as their interests may appear, to Goldman, Sachs & Co. at least forty-eight hours in advance. The Company and the Selling Stockholder will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on ............., 19.. or such other time and date as Goldman, Sachs & Co. and the Company may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New York time, on the date specified by Goldman, Sachs & Co. in the written notice given by Goldman, Sachs & Co. of the Underwriters' election to purchase such Optional Shares, or such other time and date as Goldman, Sachs & Co. and the Company and the Selling Stockholder may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Time of Delivery", such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the "Second Time of Delivery", and each such time and date for delivery is herein called a "Time of Delivery".

(b) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 7[(j)] hereof, will be delivered at the offices of Brobeck, Phleger & Harrison LLP, 1633 Broadway, 47th Floor, New York, New York 10019 (the "Closing Location"), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

5. The Company agrees with each of the Underwriters:

11

(a) To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to make no further amendment or any supplement to the Registration Statement or Prospectus prior to the last Time of Delivery which shall be disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish you with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or prospectus, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or prospectus or suspending any such qualification, promptly to use its best efforts to obtain the withdrawal of such order;

(b) Promptly from time to time to take such action as you may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

(c) Prior to 10:00 A.M., New York City time, on the New York Business Day next succeeding the date of this Agreement and from time to time, to furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Prospectus in order to comply with the Act, to notify you and upon your request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or

12

omission or effect such compliance, and in case any Underwriter is required to deliver a prospectus in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;

(d) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earning statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunder (including, at the option of the Company, Rule 158);

(e) During the period beginning from the date hereof and continuing to and including the date 180 days after the date of the Prospectus, not to offer, sell, contract to sell or otherwise dispose of, except as provided hereunder any securities of the Company that are substantially similar to the Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Stock or any such substantially similar securities (other than pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement), without your prior written consent;

(f) During a period of 180 days from the effective date of the Registration Statement, the Company will not file a registration statement registering shares under any of the Company's stock option plans or other employee benefit plans;

(g) To furnish to its stockholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders' equity and cash flows of the Company and its consolidated subsidiaries certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), to make available to its stockholders consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail;

(h) During a period of five years from the effective date of the Registration Statement, to furnish to you copies of all reports or other communications (financial or other) furnished to stockholders, and to deliver to you (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and any subsidiaries organized in the future are consolidated in reports furnished to its stockholders generally or to the Commission);

13

(i) To use the net proceeds received by it from the sale of the Shares pursuant to this Agreement in the manner specified in the Prospectus under the caption "Use of Proceeds";

(j) To use its best efforts to list for quotation the Shares on the National Association of Securities Dealers Automated Quotations National Market System ("NASDAQ"); and

(k) To file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Act; and

(l) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Act.

6. The Company and the Selling Stockholder covenant and agree with one another and with the several Underwriters that (a) the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey; (iv) all fees and expenses in connection with listing the Shares for quotation on the NASDAQ; (v) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Shares; (vi) the cost of preparing stock certificates; (vii) the cost and charges of any transfer agent or registrar; and
(viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section; and (b) the Selling Stockholder will pay or cause to be paid all costs and expenses incident to the performance of the Selling Stockholder's obligations hereunder which are not otherwise specifically provided for in this Section, including (i) any fees and expenses of counsel for the Selling Stockholder, (ii) the Selling Stockholder's fees and expenses of the Attorneys-in-Fact, and (iii) all expenses and taxes incident to the sale and delivery of the Selling Stockholder Optional Shares to be sold by the Selling Stockholder to the Underwriters hereunder. In connection with clause (b) of

14

the preceding sentence, Goldman, Sachs & Co. agrees to pay New York State stock transfer tax, and the Selling Stockholder agrees to reimburse Goldman, Sachs & Co. for associated carrying costs if such tax payment is not rebated on the day of payment for any portion of such tax payment not rebated. It is understood, however, that the Company shall bear, and the Selling Stockholder shall not be required to pay or to reimburse the Company for, the cost of any other matters not directly relating to the sale and purchase of the Selling Stockholder Optional Shares pursuant to this Agreement, and that, except as provided in this Section, and Sections 8 and 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Shares by them, and any advertising expenses connected with any offers they may make.

7. The obligations of the Underwriters hereunder, as to the Shares to be delivered at each Time of Delivery, shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company and of the Selling Stockholder herein are, at and as of such Time of Delivery, true and correct, the condition that the Company and the Selling Stockholder shall have performed all of its and their obligations hereunder theretofore to be performed, and the following additional conditions:

(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have become effective by 10:00 P.M., Washington, D.C. time, on the date of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;

(b) Brobeck, Phleger & Harrison LLP, counsel for the Underwriters, shall have furnished to you such written opinion or opinions (a draft of each such opinion is attached as Annex II(a) hereto), dated such Time of Delivery, in form and substance satisfactory to you and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

(c) Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Company, shall have furnished to you their written opinion (a draft of such opinion is attached as Annex II(b) hereto), dated such Time of Delivery, in form and substance satisfactory to you and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

(d) The counsel for the Selling Stockholder, as indicated in Schedule II hereto, shall have furnished to you their written opinion with respect to the Selling Stockholder (a draft of each such opinion is attached as Annex II(c) hereto), dated such Time of Delivery, in form and substance satisfactory to you, to the effect that:

15

(i) A Power-of-Attorney has been duly executed and delivered by the Selling Stockholder and constitutes a valid and binding agreement of the Selling Stockholder in accordance with its terms;

(ii) This Agreement has been duly executed and delivered by or on behalf of the Selling Stockholder; and the sale of the Selling Stockholder Optional Shares to be sold by the Selling Stockholder hereunder and the compliance by the Selling Stockholder with all of the provisions of this Agreement and the Power-of-Attorney and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property of the Selling Stockholder;

(iii) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement in connection with the Selling Stockholder Optional Shares to be sold by the Selling Stockholder hereunder, except such as have been obtained under the Act and such as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of such Selling Stockholder Optional Shares by the Underwriters;

(iv) Immediately prior to such Time of Delivery, the Selling Stockholder had good and valid title to the Selling Stockholder Optional Shares to be sold at such Time of Delivery by the Selling Stockholder under this Agreement, free and clear of all liens, encumbrances, equities or claims, and full right, power and authority to sell, assign, transfer and deliver the Selling Stockholder Optional Shares to be sold by the Selling Stockholder hereunder; and

(v) Good and valid title to such Selling Stockholder Optional Shares, free and clear of all liens, encumbrances, equities or claims, has been transferred to each of the several Underwriters who have purchased such Selling Stockholder Optional Shares in good faith and without notice of any such lien, encumbrance, equity or claim or any other adverse claim within the meaning of the Uniform Commercial Code.

In rendering the opinion in paragraph (iv), such counsel may rely upon a certificate of the Selling Stockholder in respect of matters of fact as to ownership of, and liens,

16

encumbrances, equities or claims on, the Selling Stockholder Optional Shares sold by the Selling Stockholder, provided that such counsel shall state that they believe that both you and they are justified in relying upon such certificate;

(e) On the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m., New York City time, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, Arthur Andersen LLP shall have furnished to you (i) a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you, to the effect set forth in Annex I hereto (the executed copy of the letter delivered prior to the execution of this Agreement is attached as Annex I(a) hereto and a draft of the form of letter to be delivered on the effective date of any post-effective amendment to the Registration Statement and as of each Time of Delivery is attached as Annex I(b) hereto), and (ii) a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you, to the effect set forth in Annex II hereto (the executed copy of the letter delivered prior to the execution of this Agreement is attached as Annex II(a) hereto and a draft of the form of letter to be delivered on the effective date of any post-effective amendment to the Registration Statement and as of each Time of Delivery is attached as Annex II(b) hereto);

(f) (i) The Company shall not have sustained since the date of the latest audited financial statements included in the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus, and (ii) since the respective dates as of which information is given in the Prospectus there shall not have been any change in the capital stock or long-term debt of the Company or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus, the effect of which, in any such case described in Clause (i) or (ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Prospectus;

(g) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities. It is understood as of the date hereof that the Company has no debt securities outstanding;

17

(h) On or after the date hereof there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or on NASDAQ; (ii) a suspension or material limitation in trading in the Company's securities on NASDAQ; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities; or (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, if the effect of any such event specified in this Clause (iv) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Prospectus;

(i) The Shares to be sold at such Time of Delivery shall have been duly listed for quotation on NASDAQ;

(j) The Company shall have obtained and delivered to the Underwriters executed copies of an agreement from the directors, officers, stockholders and optionholders listed on Annex III hereto, substantially to the effect that during the period beginning from the date hereof and continuing to and including the date 180 days after the date of the Prospectus, such director, officer, stockholder or optionholder shall not offer, sell, contract to sell or otherwise dispose of, except as provided hereunder or thereunder, any Common Stock, or any securities of the Company that are substantially similar to the Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Common Stock or any such substantially similar securities (other than pursuant to employee stock option plans existing on the date of this Agreement), without your prior written consent;

(k) The Company shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of prospectuses on the New York Business Day next succeeding the date of this Agreement;

(l) The Company shall have furnished or caused to be furnished to you at such Time of Delivery a certificate of officers of the Company stating that the "compliance policy" has been adopted by the Board of Directors and is currently being applied by the Company; and

(m) The Company and the Selling Stockholder shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of the Company and the Selling Stockholder, respectively, satisfactory to you as to the accuracy of the representations and warranties of the Company and the Selling Stockholder, respectively, herein at and as of such Time of Delivery, as to the performance by the Company and the Selling Stockholder of all of their respective obligations hereunder to be performed at or prior to such Time of Delivery, as to the

18

matters set forth in subsections (a) and (f) of this Section and as to such other matters as you may request.

8. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any Underwriter through Goldman, Sachs & Co. expressly for use therein.

(b) The Selling Stockholder will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholder expressly for use therein; and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Selling Stockholder shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any Underwriter through Goldman, Sachs & Co. expressly for use therein; provided, further, that the liability of the Selling Stockholder pursuant to this subsection shall not exceed the product of the

19

number of Selling Stockholder Optional Shares sold by the Selling Stockholder and the initial public offering price of the Shares as set forth in the Prospectus.

(c) Each Underwriter will indemnify and hold harmless the Company and the Selling Stockholder against any losses, claims, damages or liabilities to which the Company or the Selling Stockholder may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Underwriter through Goldman, Sachs & Co. expressly for use therein; and will reimburse the Company and the Selling Stockholder for any legal or other expenses reasonably incurred by the Company or the Selling Stockholder in connection with investigating or defending any such action or claim as such expenses are incurred.

(d) Promptly after receipt by an indemnified party under subsection (a),
(b) or (c) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

20

(e) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a), (b) or (c) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Stockholder on the one hand and the Underwriters on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (d) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Selling Stockholder on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Stockholder on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company and the Selling Stockholder bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Selling Stockholder on the one hand or the Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Selling Stockholder and the Underwriters agree that it would not be just and equitable if contributions pursuant to this subsection (e) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (e), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations in this subsection
(e) to contribute are several in proportion to their respective underwriting obligations, and not joint.

21

(f) The obligations of the Company and the Selling Stockholder under this
Section 8 shall be in addition to any liability which the Company and the Selling Stockholder may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 8 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company (including any person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company) and to each person, if any, who controls the Company or the Selling Stockholder within the meaning of the Act.

9. (a) If any Underwriter shall default in its obligation to purchase the Shares which it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company and the Selling Stockholder shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company and the Selling Stockholder that you have so arranged for the purchase of such Shares, or the Company and the Selling Stockholder notify you that it has so arranged for the purchase of such Shares, you or the Company and the Selling Stockholder shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares.

(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company and the Selling Stockholder as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company and the Selling Stockholder shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company and the Selling Stockholder

22

as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company and the Selling Stockholder shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company and the Selling Stockholder to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company or the Selling Stockholder , except for the expenses to be borne by the Company or the Selling Stockholder and the Underwriters as provided in
Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

10. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or the Selling Stockholder or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Shares.

11. If this Agreement shall be terminated pursuant to Section 9 hereof, neither the Company nor the Selling Stockholder shall then be under any liability to any Underwriter except as provided in Sections 6 and 8 hereof; but, if for any other reason, any Shares are not delivered by or on behalf of the Company and the Selling Stockholder as provided herein, the Company and the Selling Stockholder will reimburse the Underwriters through you for all out-of-pocket expenses approved in writing by you, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but the Company and the Selling Stockholder shall then be under no further liability to any Underwriter in respect of the Shares not so delivered except as provided in Sections 6 and 8 hereof.

12. In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly or by Goldman, Sachs & Co. on behalf of you as the representatives; and in all dealings with the Selling Stockholder hereunder, you and the Company shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of the Selling Stockholder made or given by any or all of the Attorneys-in-Fact for the Selling Stockholder.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to you as the representatives in care of Goldman, Sachs & Co., 32 Old Slip, 9th Floor, New York,

23

New York 10005, Attention: Registration Department; if to the Selling Stockholder shall be delivered or sent by mail, telex or facsimile transmission to counsel for the Selling Stockholder at its address set forth in Schedule II hereto; and if to the Company shall be delivered or sent by mail to the address of the Company set forth in the Registration Statement, Attention: Secretary; provided, however, that any notice to an Underwriter pursuant to Section 8(d) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters' Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company or the Selling Stockholder by you upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

13. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and the Selling Stockholder and, to the extent provided in Sections 8 and 10 hereof, the officers and directors of the Company and each person who controls the Company, the Selling Stockholder or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

14. Time shall be of the essence of this Agreement. As used herein, the term "business day" shall mean any day when the Commission's office in Washington, D.C. is open for business.

15. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

16. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

If the foregoing is in accordance with your understanding, please sign and return to us one for the Company and each of the Representatives plus one for each counsel and the Custodian counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters, the Company and the Selling Stockholder . It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company and the Selling Stockholder for examination upon request, but without warranty on your part as to the authority of the signers thereof.

24

Any person executing and delivering this Agreement as Attorney-in-Fact for the Selling Stockholder represents by so doing that he has been duly appointed as Attorney-in-Fact by the Selling Stockholder pursuant to a validly existing and binding Power-of-Attorney which authorizes such Attorney-in-Fact to take such action.

Very truly yours,

THESTREET.COM, INC.

By:

Name:


Title:

KEVIN W. ENGLISH

By:

Name:


Title:

As Attorney-in-Fact acting on behalf
of the Selling Stockholder named
in Schedule II to this Agreement.

Accepted as of the date hereof:

Goldman, Sachs & Co.
Hambrecht & Quist LLC
Thomas Weisel Partners LLC

By:

(Goldman, Sachs & Co.)

On behalf of each of the Underwriters

25

SCHEDULE I

                                                                 Number of
                                                                 Optional
                                                                 Shares to be
                                            Total Number of      Purchased if
                  Underwriter                   Firm Shares      Maximum Option
                                                      to be      Exercised
                                                  Purchased      ---------
                                                  ---------
Goldman, Sachs & Co.....................
Hambrecht & Quist LLC
Thomas Weisel Partners LLC
[Names of other Underwriters]...........

                     ---------------      --------------

Total............
                     ===============      ==============

26

SCHEDULE II

                                                                Number of
                                                            Optional Shares to
                                           Total               be Sold if
                                        Number of Firm        Maximum Option
                                       Shares to be Sold        Exercised
                                       -----------------        ---------


The Company.........................
The Selling Stockholder:
         Mr. Kevin English (a)

                      -----------------    ------------------
Total..............
                      =================    ==================

(a) This Selling Stockholder is represented by [Name and Address of Counsel] and has appointed [Names of Attorneys-in-Fact (not less than two)], and each of them, as the Attorneys-in-Fact for such Selling Stockholder.

27

ANNEX I

FORM OF DESCRIPTION OF COMFORT LETTER
FOR REGISTRATION STATEMENTS ON FORM S-1

Pursuant to Section 7(d) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that:

(i) They are independent certified public accountants with respect to the Company and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder;

(ii) In their opinion, the financial statements and any supplementary financial information and schedules (and, if applicable, financial forecasts and/or pro forma financial information) examined by them and included in the Prospectus or the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the related published rules and regulations thereunder; and, if applicable, they have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the unaudited consolidated interim financial statements, selected financial data, pro forma financial information, financial forecasts and/or condensed financial statements derived from audited financial statements of the Company for the periods specified in such letter, as indicated in their reports thereon copies of which have been furnished to the representatives of the Underwriters (the "Representatives") and are attached hereto;

(iii) They have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Prospectus as indicated in their reports thereon (including, without limitation, the performance of the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim unaudited quarterly financial information for any quarterly period during 1999) copies of which have been furnished to the Representatives and are attached hereto and on the basis of specified procedures including inquiries of officials of the Company who have responsibility for financial and accounting matters regarding whether the unaudited condensed consolidated financial statements referred to in paragraph (vi)(A)(i) below comply as to form in all material respects with the applicable accounting requirements of the Act and the related published rules and regulations, nothing came to their attention that cause them to believe that the unaudited condensed consolidated financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Act and the related published rules and regulations;

(iv) The unaudited selected financial information with respect to the consolidated results of operations and financial position of the Company for the five most recent fiscal years included in the Prospectus agrees with the corresponding amounts (after restatements where applicable) in the audited consolidated financial statements for such five fiscal years

28

which were included or incorporated by reference in the Company's Annual Reports on Form 10-K for such fiscal years;

(v) They have compared the information in the Prospectus under selected captions with the disclosure requirements of Regulation S-K and on the basis of limited procedures specified in such letter nothing came to their attention as a result of the foregoing procedures that caused them to believe that this information does not conform in all material respects with the disclosure requirements of Items 301, 302, 402 and 503(d), respectively, of Regulation S-K;

(vi) On the basis of limited procedures, not constituting an examination in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Company and its subsidiaries, inspection of the minute books of the Company and its subsidiaries since the date of the latest audited financial statements included in the Prospectus, inquiries of officials of the Company and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that:

(A) (i) the unaudited consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the related published rules and regulations, or (ii) any material modifications should be made to the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Prospectus for them to be in conformity with generally accepted accounting principles;

(B) any other unaudited income statement data and balance sheet items included in the Prospectus do not agree with the corresponding items in the unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included in the Prospectus;

(C) the unaudited financial statements which were not included in the Prospectus but from which were derived any unaudited condensed financial statements referred to in Clause (A) and any unaudited income statement data and balance sheet items included in the Prospectus and referred to in Clause (B) were not determined on a basis substantially consistent with the basis for the audited consolidated financial statements included in the Prospectus;

(D) any unaudited pro forma consolidated condensed financial statements included in the Prospectus do not comply as to form in all material respects with the

29

applicable accounting requirements of the Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements;

(E) as of a specified date not more than five days prior to the date of such letter, there have been any changes in the consolidated capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn-outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the latest financial statements included in the Prospectus) or any increase in the consolidated long-term debt of the Company and its subsidiaries, or any decreases in consolidated net current assets or stockholders' equity or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet included in the Prospectus, except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and

(F) for the period from the date of the latest financial statements included in the Prospectus to the specified date referred to in Clause (E) there were any decreases in consolidated net revenues or operating profit or the total or per share amounts of consolidated net income or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for decreases or increases which the Prospectus discloses have occurred or may occur or which are described in such letter;

(vii) In addition to the examination referred to in their report(s) included in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in paragraphs (iii) and (vi) above, they have carried out certain specified procedures, not constituting an examination in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information specified by the Representatives, which are derived from the general accounting records of the Company and its subsidiaries, which appear in the Prospectus, or in Part II of, or in exhibits and schedules to, the Registration Statement specified by the Representatives, and have compared certain of such amounts, percentages and financial information with the accounting records of the Company and its subsidiaries and have found them to be in agreement; and

(viii) In addition, you shall have received from Arthur Andersen LLP a letter addressed to the Company and made available to you for the use of the Underwriters stating that their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's financial

30

statements as of December 31, 1998, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

31

ANNEX II

FORM OF DESCRIPTION OF SAS 86 LETTER
FOR REGISTRATION STATEMENTS ON FORM S-1


ANNEX III

SCHEDULE OF DIRECTORS, OFFICERS,
STOCKHOLDERS AND OPTIONHOLDERS WHO HAVE

EXECUTED LOCK-UP LETTER AGREEMENTS


Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION


Pursuant to Sections 242 and 245 of the Delaware General Corporation Law


THE STREET.COM, INC. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "GCL"), does hereby certify as follows:

(1) The name of the Corporation is The Street.com, Inc. The Corporation was originally incorporated under the name The Street.com, Inc. The original certificate of incorporation of the Corporation was filed with the office of the Secretary of State of the State of Delaware on April 30, 1998.

(2) This Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation (the "Board of Directors") and by the stockholders of the Corporation in accordance with Sections 228, 242 and 245 of the GCL.

(3) This Amended and Restated Certificate of Incorporation restates and integrates and further amends the certificate of incorporation of the Corporation, as heretofore amended or supplemented.

(4) The text of the Certificate of Incorporation is amended and restated in its entirety as follows:

FIRST: The name of the Corporation is TheStreet.com, Inc. (the "Corporation").

SECOND: The address of the registered office of the Corporation is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware 19801. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may

1

be organized under the General Corporation Law of the State of Delaware (the "GCL").

FOURTH: (a) AUTHORIZED CAPITAL STOCK. The total number of shares of stock which the Corporation shall have authority to issue is 110,000,000 shares of capital stock, consisting of (i) 100,000,000 shares of common stock, par value $0.01 per share (the "Common Stock") and (ii) 10,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Stock").

(b) COMMON STOCK. The powers, preferences and rights, and the qualifications, limitations and restrictions, of each class of the Common Stock are as follows:
(1) NO CUMULATIVE VOTING. The holders of shares of Common Stock shall not have cumulative voting rights.

(2) DIVIDENDS; STOCK SPLITS. Subject to the rights of the holders of Preferred Stock, and subject to any other provisions of this Amended and Restated Certificate of Incorporation, as it may be amended from time to time, holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, stock or property of the Corporation when, as and if declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor.
(3) LIQUIDATION, DISSOLUTION, ETC. In the event of any liquidation, dissolution or winding up (either voluntary or involuntary) of the Corporation, the holders of shares of Common Stock shall be entitled to receive the assets and funds of the Corporation available for distribution after payments to creditors and to the holders of any Preferred Stock of the Corporation that may at the time be outstanding, in proportion to the number of shares held by them, respectively.
(4) MERGER, ETC. In the event of a merger or consolidation of the Corporation with or into another entity (whether or not the Corporation is the surviving entity), the holders of each share of Common Stock shall be entitled to receive the same per share consideration on a per share basis.
(5) NO PREEMPTIVE OR SUBSCRIPTION RIGHTS. No holder of shares of Common Stock shall be entitled to preemptive or subscription rights.
(6) POWER TO SELL AND PURCHASE SHARES. Subject to the requirements of applicable law, the Corporation shall have the

2

power to issue and sell all or any part of any shares of any class of stock herein or here after authorized to such persons, and for such consideration, as the Board of Directors shall from time to time, in its discretion, determine, whether or not greater consideration could be received upon the issue or sale of the same number of shares of another class, and as other wise permitted by law. Subject to the requirements of applicable law, the Corporation shall have the power to purchase any shares of any class of stock herein or hereafter authorized from such persons, and for such consideration, as the Board of Directors shall from time to time, in its discretion, determine, whether or not less consideration could be paid upon the purchase of the same number of shares of another class, and as otherwise permitted by law.

(c) PREFERRED STOCK. The Board of Directors is hereby expressly authorized to provide for the issuance of all or any shares of the Preferred Stock in one or more classes or series, and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such class or series, including, without limitation, the authority to provide that any such class or series may be (i) subject to redemption at such time or times and at such price or prices; (ii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series; (iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; or (iv) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of the Corporation at such price or prices or at such rates of exchange and with such adjustments; all as may be stated in such resolution or resolutions.

[(d) The powers, preferences and relative, participating, optional and other special rights, and the

3

qualifications, limitations and restrictions, of the shares of preferred stock designated (i) "Series C Preferred Stock", (ii) "Series B 9 1/2% Cumulative Preferred Stock" and (iii) "Series A 9 1/2% Cumulative Preferred Stock" are as set forth in this Article FOURTH and in Exhibits A, B and C, respectively, to this Restated Certificate of Incorporation.] [This provision would need to be included if the Restated Certificate of Incorporation is filed prior to the Closing of the initial public offering, i.e., prior to the conversion of the preferred stock currently outstanding. A Certificate of Elimination for each of the three series of preferred stock would then be filed with the Delaware Secretary of State immediately following conversion of the shares of preferred stock.]

FIFTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

(a) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

(b) The number of directors of the Corporation shall be as from time to time fixed by the Board of Directors, and such number shall never be less than 3 nor more than 13. Election of directors need not be by written ballot unless the By-Laws so provide.

(c) The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. The initial division of the Board of Directors into classes shall be made by the decision of the affirmative vote of a majority of the entire Board of Directors. The term of the initial Class I directors shall terminate on the date of the 2000 annual meeting; the term of the initial Class II directors shall terminate on the date of the 2001 annual meeting; and the term of the initial Class III directors shall terminate on the date of the 2002 annual meeting. At each succeeding annual meeting of stockholders begin-

4

ning in 2000, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director.

(d) A director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

(e) Subject to the terms of any one or more classes or series of Preferred Stock, any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring on the Board of Directors may be filled by a majority of the Board of Directors then in office, even if less than a quorum, or by a sole remaining director. Any director of any class elected to fill a vacancy resulting from an increase in the number of directors of such class shall hold office for a term that shall coincide with the remaining term of that class. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor. Subject to the rights, if any, of the holders of shares of Preferred Stock then outstanding, any or all of the directors of the Corporation may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of the Corporation's then outstanding capital stock entitled to vote generally in the election of directors. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of

5

vacancies and other features of such directorships shall be governed by the terms of this Amended and Restated Certificate of Incorporation applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article FIFTH unless expressly provided by such terms.

(f) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the GCL, this Amended and Restated Certificate of Incorporation, and any By-Laws adopted by the stockholders; PROVIDED, HOWEVER, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.

SIXTH: No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the GCL as the same exists or may hereafter be amended. If the GCL is amended hereafter to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent authorized by the GCL, as so amended. Any repeal or modification of this Article SIXTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

SEVENTH: The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; PROVIDED, HOWEVER, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or

6

his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors. The right to indemnification conferred by this Article SEVENTH shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition.
The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article SEVENTH to directors and officers of the Corporation.
The rights to indemnification and to the advance of expenses conferred in this Article SEVENTH shall not be exclusive of any other right which any person may have or hereafter acquire under this Amended and Restated Certificate of Incorporation, the By-Laws of the Corporation, any statute, agreement, vote of stockholders or disinterested directors or otherwise.
Any repeal or modification of this Article SEVENTH by the stockholders of the Corporation shall not adversely affect any rights to indemnification and to the advancement of expenses of a director or officer of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

EIGHTH: A. In addition to any affirmative vote required by law or this Certificate of Incorporation or the By-Laws of the Corporation, and except as otherwise expressly provided in Section B of this Article EIGHTH, a Business Combination (as hereinafter defined) shall require the affirmative vote of not less than eighty percent (80%) of the votes entitled to be cast by the holders of all the then outstanding shares of Voting Stock (as hereinafter defined), voting together as a single-class, excluding Voting Stock beneficially owned by any Interested Stockholder (as hereinafter defined). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage or separate class vote may be specified, by law or in any agreement with any national securities exchange or otherwise.

7

B. The provisions of Section A of this Article EIGHTH shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote, if any, as is required by law or by any other provision of this Certificate of Incorporation or the By-Laws of the Corporation, or any agreement with any national securities exchange, if all of the conditions specified in either of the following Paragraphs 1 or 2 are met or, in the case of a Business Combination not involving the payment of consideration to the holders of the Corporation's outstanding Capital Stock (as hereinafter defined), if the condition specified in the following Paragraph 1 is met:

1. The Business Combination shall have been approved by a majority (whether such approval is made prior to or subsequent to the acquisition of beneficial ownership of the Voting Stock that caused the Interested Stockholder to become an Interested Stockholder) of the Continuing Directors (as hereinafter defined).

2. All of the following conditions shall have been met:

(a) The aggregate amount of cash and the Fair Market Value (as hereinafter defined), as of the date of the consummation of the Business Combinations, of consideration other than cash to be received per share by holders of Common Stock in such Business Combination shall be at least equal to the highest amount determined under clauses (i), (ii), (iii) and
(iv) below:
(i)(if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by or on behalf of the Interested Stockholder for any share of Common Stock in connection with the acquisition by the Interested Stockholder of beneficial ownership of shares of Common Stock (x) within the two-year period immediately prior to the first public

8

announcement of the proposed Business Combination (the "Announcement Date") or (y) in the transaction in which it became an Interested Stockholder, whichever is higher, in either case as adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to Common Stock;
(ii) the Fair Market Value per share of Common Stock on the Announcement Date or on the date on which the Interested Stockholder became an Interested Stockholder (the "Determination Date"), whichever is higher, as adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to Common Stock;
(iii) (if applicable) the price per share equal to the Fair Market Value per share of Common Stock determined pursuant to the immediately preceding clause (ii), multiplied by the ratio of (x) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by or on behalf of the Interested Stockholder for any share of Common Stock in connection with the acquisition by the Interested Stockholder of beneficial ownership of shares of Common Stock within the two-year period immediately prior to the Announcement Date, as adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to Common Stock to (y) the Fair Market Value per share of Common Stock on the first day in such two-year period on which the Interested Stockholder acquired beneficial ownership of any share of Common Stock, as adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with

9

respect to Common Stock; and
(iv) the Corporation's net income per share of Common Stock for the four full consecutive fiscal quarters immediately preceding the Announcement Date, multiplied by the higher of the then price/earnings multiple (if any) of such Interested Stock holder or the highest price/earnings multiple of the Corporation within the two-year period immediately preceding the Announcement Date (such price/earnings multiples being determined as customarily computed and reported in the financial community).

(b) The aggregate amount of cash and the Fair Market Value, as of the date of the consummation of the Business Combination, of consideration other than cash to be received per share by holders of shares of any class or series of outstanding Capital Stock, other than Common Stock, shall be at least equal to the highest amount determined under clauses (i),
(ii), (iii) and (iv) below:

(i) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by or on behalf of the Interested Stockholder for any share of such class or series of Capital Stock in connection with the acquisition by the Interested Stockholder of beneficial ownership of shares of such class or series of Capital Stock (x) within the two-year period immediately prior to the Announcement Date or (y) in the transaction in which it became an Interested Stockholder, whichever is higher, in either case as adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with

10

respect to such class or series of Capital Stock;
(ii) the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date or on the Determination Date, whichever is higher, as adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to such class or series of Capital Stock;
(iii) (if applicable) the price per share equal to the Fair Market Value per share of such class or series of Capital Stock determined pursuant to the immediately preceding clause (ii), multiplied by the ratio of (x) the highest per share price (including any brokerage commissions, trans- fer taxes and soliciting dealers' fees) paid by or on behalf of the Interested Stockholder for any share of such class or series of Capital Stock in connection with the acquisition by the Interested Stockholder of beneficial ownership of shares of such class or series of Capital Stock within the two-year period immedi- ately prior to the Announcement Date, as adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to such class or series of Capital Stock to (y) the Fair Market Value per share of such class or series of Capital Stock on the first day in such two-year period on which the Interested Stockholder acquired beneficial ownership of any share of such class or series of Capital Stock, as adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to such class or series of Capital Stock; and (iv) (if applicable) the highest preferential amount per share to which the holders of shares of such

11

class or series of Capital Stock would be entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation regardless of whether the Business Combination to be consummated constitutes such an event.

The provisions of this Paragraph 2 shall be required to be met with respect to every class or series of outstanding Capital Stock, whether or not the Interested Stockholder has previously acquired bene- ficial ownership of any shares of a particular class or series of Capital Stock.

(c) The consideration to be received by holders of a particular class or series of outstanding Capital Stock shall be in cash or in the same form as previously has been paid by or on behalf of the Interested Stockholder in connection with its direct or indirect acquisition of beneficial ownership of shares of such class or series of Capital Stock. If the consideration so paid for shares of any class or series of Capital Stock varied as to form, the form of consideration for such class or series of Capital Stock shall be either cash or the form used to acquire beneficial ownership of the largest number of shares of such class or series of Capital Stock previously acquired by the Interested Stockholder.

(d) After the Determination Date and prior to the consummation of such Business Combination: (i) except as approved by a majority of the Continuing Directors, there shall have been no failure to de- clare and pay at the regular date therefor any full quarterly dividends (whether or not cumulative) payable in accordance with the terms of any outstanding Capital Stock; (ii) there shall have been no

12

reduction in the annual rate of dividends paid on the Common Stock (except as necessary to reflect any stock split, stock dividend or subdivision of the Common Stock), except as approved by a majority of the Continuing Directors; (iii) there shall have been an increase in the annual rate of dividends paid on the Common Stock as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction that has the effect of reducing the number of outstanding shares of Common Stock, unless the failure so to increase such annual rate is approved by a majority of the Continuing Directors; and (iv) such Interested Stockholder shall not have become the beneficial owner of any additional shares of Capital Stock except as part of the transaction that results in such Interested Stockholder becoming an Interested Stockholder and except in a transaction that, after giving effect thereto, would not result in any increase in the Interested Stockholder's percentage beneficial ownership of any class or se- ries of Capital Stock.

(e) After the Determination Date, such Interested Stockholder shall not have received the benefit, directly or indirectly (except proportionately as a stock holder of the Corporation), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise.

(f) A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (the "Act") (or any subsequent provisions re placing such Act, rules or regulations)

13

shall be mailed to all stockholders of the Corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions). The proxy or information statement shall contain on the first page thereof, in a prominent place, any statement as to the advisability (or inadvisability) of the Business Combination that the Continuing Directors, or any of them, may choose to make and, if deemed advisable by a majority of the Continuing Directors, the opinion of an investment banking firm selected by a majority of the Continuing Directors as to the fairness (or not) of the terms of the Business Combination from a financial point of view to the holders of the outstanding shares of Capital Stock other than the Interested Stockholder and its Affiliates or Associates (as hereinafter defined), such investment banking firm to be paid a reasonable fee for its services by the Corporation.

(g) Such Interested Stockholder shall not have made any major change in the Corporation's business or equity capital structure without the approval of a majority of the Continuing Directors.

C. The following definitions shall apply with respect to this Article
EIGHTH:

1. The term "Business Combination" shall mean:

(a) any merger or consolidation of the Corporation or any Subsidiary (as herein after defined) with (i) any Interested Stockholder or (ii) any other company
(whether or not itself an Interested Stockholder) which is or after such merger or consolidation would be an Affiliate or Associate of an Interested Stockholder; or

14

(b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition or security arrangement, investment, loan, advance, guarantee, agreement to purchase, agreement to pay, extension of credit, joint venture participation or other ar- rangement (in one transaction or a series of transactions) with or for the benefit of any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder involving any assets, securities or commitments of the Corporation, any Subsidiary or any Interested Stock holder or any Affiliate or Associate of any Interested Stockholder having an aggregate Fair Market Value and/or involving aggregate commitments of $10,000,000 or more or constituting more than 5 percent of the book value of the total assets (in the case of transactions involving assets or commitments other than capital stock) or 5 percent of the stockholders' equity (in the case of transactions in capital stock) of the entity in question (the "Substantial Part"), as reflected in the most recent fiscal year-end consolidated balance sheet of such entity existing at the time the stockholders of the Corporation would be required to approve or authorize the Business Combination involving the assets, securities and/or commitments constituting any Substantial Part; or

(c) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation which is voted for or consented to by any Interested Stockholder; or

(d) any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or otherwise involving an Interested Stock holder) that has the effect, directly or

15

indirectly, of increasing the proportionate share of any class or series of Capital Stock, or any securities convertible into Capital Stock or into equity securities of any Subsidiary, that is benefi- cially owned by any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder; or

(e) any agreement, contract or other arrangement providing for any one or more of the actions specified in the foregoing clauses (a) to (d).

2. The term "Capital Stock" shall mean all capital stock of the Corporation authorized to be issued from time to time under Article FOURTH of this Certificate of Incorporation, and the term "Voting Stock" shall mean all Capital Stock which by its terms may be voted on all matters submitted to stockholders of the Corporation generally.

3. The term "person" shall mean any individual, firm, company or other entity and shall include any group comprised of any person and any other person with whom such person or any Affiliate or Associate of such person has any agreement, arrangement or understanding, directly or indirectly, for the purpose of acquiring, holding, voting or disposing of Capi- tal Stock.

4. The term "Interested Stockholder" shall mean any person (other than the Corporation or any Subsidiary and other than any profit-sharing, employee stock ownership or other employee benefit plan of the Corporation or any Subsidiary or any trustee of or fiduciary with respect to any such plan when acting in such capacity) who (a) is the beneficial owner of Voting Stock representing ten percent (10%) or more of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock; or (b) is an Affiliate or Associate of the Corporation and at any time within the two-year period immediately prior to the date

16

in question was the beneficial owner of Voting Stock representing ten percent (10%) or more of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock.

5. A person shall be a "beneficial owner" of any Capital Stock
(a) which such person or any of its Affiliates or Associates beneficially owns, directly or indirectly; (b) which such person or any of its Affiliates or Associates has, directly or indirectly, (i) the right to acquire (whether such right is exercisable immediately or subject only to the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding; or
(c) which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Capital Stock. For the purposes of determining whether a person is an Interested Stockholder pursuant to Paragraph 4 of this Section C, the number of shares of Capital Stock deemed to be outstanding shall include shares deemed beneficially owned by such person through application of this Paragraph 5 of Section C, but shall not include any other shares of Capital Stock that may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

6. The terms "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 under the Act as in effect on the date that this Article EIGHTH is approved by the Board (the term "registrant" in said Rule 12b-2 meaning in this case the Corporation).

7. The term "Subsidiary" means any company of which a majority of any class of equity security is beneficially owned by the

17

Corporation; provided, however, that for the purposes of the definition of Interested Stockholder set forth in Paragraph 4 of this Section C, the term "Subsidiary" shall mean only a company of which a majority of each class of equity security is beneficially owned by the Corporation.

8. The term "Continuing Director" means any member of the Board of Directors of the Corporation (the "Board of Directors"), while such person is a member of the Board of Directors, who is not an Affiliate or Associate or repre- sentative of the Interested Stockholder and was a member of the Board of Directors prior to the time that the Interested Stockholder became an Interested Stockholder, and any successor of a Continuing Director while such successor is a member of the Board of Directors, who is not an Affiliate or Associate or representative of the Interested Stockholder and is recommended or elected to succeed the Continuing Director by a majority of Continuing Directors.

9. The term "Fair Market Value" means (a) in the case of cash, the amount of such cash; (b) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Act on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any similar system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by a majority of the Continuing Directors in good faith; and (c) in the

18

case of property other than cash or stock, the fair market value of such property on the date in question as determined in good faith by a majority of the Continuing Directors.

10. In the event of any Business Combination in which the Corporation survives, the phrase "consideration other than cash to be received" as used in Paragraphs 2.a and 2.b of
Section B of this Article EIGHTH shall include the shares of Common Stock and/or the shares of any other class or series of Capital Stock retained by the holders of such shares.

D. A majority of the Continuing Directors shall have the power and duty to determine for the purposes of this Article EIGHTH, on the basis of information known to them after reasonable inquiry, (a) whether a person is an Interested Stockholder, (b) the number of shares of Capital Stock or other securities beneficially owned by any person, (c) whether a person is an Affiliate or Associate of another, (d) whether the assets that are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Corporation or any Subsidiary in any Business Combination has, an aggregate Fair Market Value of $10,000,000 or more, and (e) whether the assets or securities that are the subject of any Business Combination constitute a Substantial Part. Any such determination made in good faith shall be binding and conclusive on all parties. E. Nothing contained in this Article EIGHTH shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law. F. The fact that any Business Combination complies with the provisions of Section B of this Article EIGHTH shall not be construed to impose any fiduciary duty, obligation or responsibility on the Board of Directors, or any member thereof, to approve such Business Combination or recommend its adoption or approval to the shareholders of the Corporation, nor shall such compliance limit, pro- hibit or otherwise restrict in any manner the Board of Directors, or any member thereof, with respect to evaluations of or actions and responses taken with respect to such Business Combination.

19

G. Notwithstanding any other provisions of this Certificate of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that a lesser percentage or separate class vote may be specified by law, this Certificate of Incorporation or the By-Laws of the Corporation), the affirmative vote of the holders of not less than eighty percent (80%) of the votes entitled to be cast by the holders of all the then outstanding shares of Voting Stock, voting together as a single class, excluding Voting Stock beneficially owned by any Interested Stockholder, shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article EIGHTH; provided, however, that this Section G shall not apply to, and such eighty percent (80%) vote shall not be required for, any amendment, repeal or adoption unanimously recommended by the Board of Directors if all of such directors are persons who would be eligible to serve as Continuing Directors within the meaning of Section C, Paragraph 8 of this Article EIGHTH.

NINTH: Unless otherwise required by law, special meetings of stockholders, for any purpose or purposes may be called by either (i) the Chairman of the Board of Directors, if there be one, (ii) the President, or
(iii) the Board of Directors. The ability of the stockholders to call a special meeting is hereby specifically denied.

TENTH: Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation, and the ability of the stockholders to consent in writing to the taking of any action is hereby specifically denied.

ELEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

TWELFTH: In furtherance and not in limitation of the powers conferred upon it by the laws of the State of Delaware, the Board of Directors shall have the power to

20

adopt, amend, alter or repeal the Corporation's By-Laws. The affirmative vote of at least a majority of the entire Board of Directors shall be required to adopt, amend, alter or repeal the Corporation's By-Laws. The Corporation's By-Laws also may be adopted, amended, altered or repealed by the affirmative vote of the holders of at least eighty percent (80%) of the voting power of the shares entitled to vote at an election of directors.

THIRTEENTH: A. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation in the manner now or hereafter prescribed in this Amended and Restated Certificate of Incorporation, the Corporation's By-Laws or the GCL, and all rights herein conferred upon stockholders are granted subject to such reservation; provided, however, that, notwithstanding any other provision of this Amended and Restated Certificate of Incorporation (and in addition to any other vote that may be required by law), the affirmative vote of the holders of at least eighty percent (80%) of the voting power of the shares entitled to vote at an election of directors shall be required to amend, alter, change or repeal, or to adopt any provision as part of this Amended and Restated Certificate of Incorporation inconsistent with the purpose and intent of Articles FIFTH, EIGHTH, NINTH, TENTH and TWELFTH of this Amended and Restated Certificate of Incorporation or this Article THIRTEENTH.

21

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be executed on its behalf this __ day of __, 1999.

TheStreet.com, Inc.

By:________________________
Name:
Title:

22

EXHIBIT 4.3

                         (LOGO OF THESTREET.COM, INC.)
                              TheStreet.com, Inc.

Number                                                                    Shares
TSC


Common Stock

                            INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP 88368Q 10 3

THIS CERTIFIES THAT

IS THE OWNER OF

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE OF $.01 PER SHARE, OF TheStreet.com, Inc. (the "Corporation") transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Corporation and all amendments thereto to all of which the holder by acceptance hereof assents. This Certificate is not valid unless countersigned by the Transfer Agent and Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:                        Corporate Seal of TheStreet.com, Inc.



/s/ Michael Zuckert           /s/ Kevin W. English
SECRETARY                     CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT

1

TheStreet.com, Inc.

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE CORPORATION OR THE TRANSFER AGENT.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

                  TEN COM            - as tenants in common
                  TEN ENT            - as tenants by the entireties
                  JT  TEN            - as joint tenants with right of
                                       survivorship and not as tenants
                                       in common

UNIF GIFT MIN ACT - .........................Custodian..........................
                               (CUST)                          (MINOR)
                                   under Uniform Gifts to Minors
                                          Act...................................
                                                          (State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, _ _ _ _ _ _ _ _ _ _ _ _ _ _ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)




Shares of the Common Stock represented by the within certificate, and do hereby irrevocably constitute and appoint


Attorney to transfer the said shares on the books of the within named Corporation with full power of substitution in the premises.

Dated _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

2

X _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT

MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.

This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between TheStreet.com, Inc. (the "Corporation") and the Rights Agent thereunder (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.

Signature(s) Guaranteed

By _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

3

EXHIBIT 5.1

Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022

April 16, 1999

TheStreet.com, Inc.
2 Rector Street, 14th Floor
New York, NY 10006

Re: TheStreet.com, Inc. Registration Statement on Form S-1

(File No. 333-72799)

Ladies and Gentlemen:

We have acted as counsel to TheStreet.com, Inc., a Delaware corporation (the "Company"), in relation to the initial public offering by the Company of up to 6,325,000 shares (including 825,000 shares subject to an over-allotment option) (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock").

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Act").

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement on Form S-1 (File No. 333-72799) as filed with the Securities and Exchange Commission (the "Commission") on February 23, 1999 under the Act; (ii) Amendment No. 1 to the Registration Statement as filed with the Commission on March 10, 1999 under the Act; (iii) Amendment No. 2 to the Registration Statement


TheStreet.com, Inc.
April 16, 1999

Page 2

as filed with the Commission on April 2, 1999 under the Act; (iv) Amendment No. 3 to the Registration Statement as filed with the Commission on April 19, 1999 under the Act (such Registration Statement, as so amended, being hereinafter referred to as the "Registration Statement"); (v) the form of Underwriting Agreement (the "Underwriting Agreement") proposed to be entered into by and among the Company, as issuer, and Goldman, Sachs & Co., Hambrecht & Quist and Thomas Weisel Partners LLC as representatives of the several underwriters named therein (the "Underwriters") filed as an exhibit to the Registration Statement;
(vi) a specimen certificate representing the Common Stock; (vii) the Amended and Restated Certificate of Incorporation of the Company, as currently in effect;
(viii) the Amended and Restated By-Laws of the Company, as currently in effect; and (ix) certain resolutions of the Board of Directors of the Company, dated February 16, 1999 and March 25, 1999, and drafts of certain resolutions (the "Draft Resolutions") of the Pricing Committee of the Board of Directors of the Company (the "Pricing Committee"), relating to the issuance and sale of the Shares and related matters. We also have examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. In making our examination of executed documents, we have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others.

Members of our firm are admitted to the bar in the State of New York and we do not express any opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware, and we do not express any opinion as to the effect of any other laws on the opinion stated herein.


TheStreet.com, Inc.
April 16, 1999

Page 3

Based upon and subject to the foregoing, we are of the opinion that when (i) the Registration Statement becomes effective under the Act; (ii) the Draft Resolutions have been adopted by the Pricing Committee; (iii) the price at which the Shares are to be sold to the Underwriters pursuant to the Underwriting Agreement and other matters relating to the issuance and sale of the Shares have been approved by the Pricing Committee in accordance with the Draft Resolutions; (iv) the Underwriting Agreement has been duly executed and delivered; and (v) certificates representing the Shares in the form of the specimen certificate examined by us have been manually signed by an authorized officer of the transfer agent and registrar for the Common Stock and registered by such transfer agent and registrar, and have been delivered to and paid for by the Underwriters at a price per share not less than the per share par value of the Common Stock as contemplated by the Underwriting Agreement, the issuance and sale of the Shares will have been duly authorized, and the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to us under the caption "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher
      & Flom LLP


EXHIBIT 10.1

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

YAHOO! INC.
LICENSE AGREEMENT

This License Agreement (the "Agreement") is made as of this 17th day of February, 1999 (the "Effective Date") between Yahoo! Inc., a California corporation, with offices at 3420 Central Expressway, Suite 201, Santa Clara, CA 95051, ("Yahoo") and The Street.com, Inc., a Delaware corporation, with offices at Two Rector Street, 14th Floor, New York, NY 10006 ("Licensor").

In consideration of the mutual promises contained herein, the parties agree as follows:

Section 1: Definitions.

"Affiliates" shall mean any company or any other entity world-wide, including, without limitation, corporations, partnerships, joint ventures, and Limited Liability Companies in which Yahoo owns at least a twenty percent (20%) ownership, equity, or financial interest.

"Click-through" shall mean a user selecting or clicking on the Licensor Content from the Content Pages that will directly link the user to the full text of the news story on the Licensor Site.

"Content Pages" shall mean the pages that result from current stock quote pages of Yahoo Finance for a company after the user submits a request for "News" relating to that company.


"Intellectual Property Rights" shall mean all rights in and to trade secrets, patents, copyrights, trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign.

"Licensor Brand Features" shall mean all trademarks, service marks, logos and other distinctive brand features of Licensor that are used in or relate to the Licensor Content, including without limitation, the trademarks, service marks and logos described in Exhibit A.

"Licensor Content" shall mean, collectively, those headlines of newswires collected, produced and owned by Licensor which link to certain newswires made available on Licensor's Site and as described on Exhibit B.

"Licensor Site" shall mean Licensor's World Wide Web site currently located at http://www.thestreet.com.

"Yahoo Brand Features" shall mean all trademarks, service marks, logos and other distinctive brand features of Yahoo that are used in or relate to a Yahoo Property, including, without limitation, the trademarks, service marks and logos described in Exhibit A.

"Yahoo Finance" shall mean Yahoo's U.S. based property with information relating to finance and investments and currently located at http://quote.yahoo.com.

"Yahoo Properties" shall mean any Yahoo branded or co-branded media properties, including, without limitation, Internet guides, developed in whole or in part by Yahoo or its Affiliates and distributed or made available by Yahoo or its Affiliates.

Section 2: Licenses; Responsibilities of the Parties.

2.1 Grant of Licenses. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Yahoo, under Licensor's Intellectual Property Rights:

(a) A non-exclusive, worldwide license to use, modify, reproduce, distribute, display and transmit the Licensor Content in electronic form

2

on the Content Pages and in connection with other Yahoo Properties and to permit users of the Yahoo Properties to download and print the Licensor Content. Yahoo's license to modify the Licensor Content shall be limited to modifying the Licensor Content to fit the format and overall "look and feel" of the Content Pages or Yahoo Properties.

(b) A non-exclusive, worldwide, license to use, reproduce and display the Licensor's Brand Features: (i) in connection with the presentation of the Licensor Content in the Yahoo Properties; and (ii) in connection with the marketing and promotion of the Licensor Content in connection with the Yahoo Properties.

(c) Subject to the restrictions and obligations herein, Yahoo shall be entitled to sublicense the rights set forth in this
Section 2.1 (i) to its Affiliates only for inclusion in Yahoo Properties, (ii) in connection with any mirror site or derivative site of a Yahoo Property, (iii) in connection with any distribution arrangement concerning a Yahoo Property, and
(iv) in connection with other devices where a user can access the internet.

(d) Yahoo agrees that any and all use of Licensor's Brand Features by Yahoo, its Affiliates, or any other sublicensees will at all times comply with Licensor's reasonable trademark guidelines as attached hereto as Exhibit "D" and any updates to such guidelines as provided by Licensor to Yahoo from time to time.

2.2 Yahoo's Responsibilities.

(a) Yahoo will be responsible for the design, layout, posting, and maintenance of the Content Pages. Yahoo shall give its users the option to add the Licensor Content into the appropriate areas of their personalized and customizable web pages in accordance with Yahoo's service currently named "Yahoo Finance." Licensor shall offer such users the opportunity to register for subscription to Licensor's service on a limited free-trial basis through a registration page on the Licensor's Site ("Registration Page") upon such users' Click-throughs from

3

headlines of stories requiring registration on the Licensor Site ("Licensor Premium Content"). The content, context, images, format, layout and "look and feel" of the Registration Page shall be controlled and designed by Licensor, subject to Yahoo's reasonable approval, not to be unreasonably withheld or delayed. Click-throughs from head lines of stories which are not Licensor Premium Content shall go directly on a page on the Licensor Site containing the full text of that story. Yahoo shall have the sole right to sell and retain all revenues with respect to advertising and promotions that appear on the Yahoo Properties.

(b) Yahoo will not alter or impair any acknowledgment of copyright or other Intellectual Property Rights of Licensor that may appear in the Licensor Content and the Licensor Brand Features, including all copyright, trademark and similar notices that Licensor may reasonably request.

2.3 Licensor's Responsibilities.

(a) Licensor will provide on-going assistance to Yahoo with regard to technical, administrative and service-oriented issues relating to the utilization, transmission and maintenance of the Licensor Content, as Yahoo may reasonably request.

(b) Licensor also shall provide Yahoo with reasonable prior notice of any significant enhancements that generally affect the appearance, updating, delivery or other elements of the Licensor Content. Licensor will use its reasonable best efforts to ensure that the Licensor Content is accurate, comprehensive and updated regularly.

(c) *****

4

***** Confidential treatment has been requested for the redacted portions. The confidential redacted portions have been filed separately with the Securities and Exchange Commission.


(d) *****

Section 3: Compensation.

3.1 Slotting Fee. In consideration of Yahoo's performance and obligations as set forth herein, Licensor will pay Yahoo an annual, non-refundable slotting fee during the Term (as such term is defined in Section 6 herein) equal to *****. Such fee shall be paid to Yahoo as set forth below with the first payment designated as a set up fee for the design, consultation, development, implementation and placement of the Licensor Content.

            Payment                               Date
            --------------------------------------------------------------
            $*****                upon execution of this Agreement
            $*****/month          commencing February 15, 1999 and continuing
                                  monthly thereafter until December 15, 1999

3.2      *****

3.3 Payment Information. All slotting fee payments are due on the first day of each calendar month. ***** Yahoo shall provide Licensor with a Click- Through report specifying the total number of Click-throughs recorded by Yahoo for the preceding month within 15 days of the end of each month during the Term. ***** All payments herein are non-refundable and non-creditable and shall be made by Licensor via wire transfer into Yahoo's main account pursuant to the wire transfer instructions set forth on Exhibit C.

3.4 Late Payments. Any portion of the above payments which has not been paid to Yahoo on the dates set forth above shall bear interest at the lesser of (i) one percent (1%) per month commencing five (5) days after Licensor's receipt of notice of delinquency or (ii) the maximum amount allowed by law. Notwith-


***** Confidential treatment has been requested for the redacted portions. The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

5

standing the foregoing, any failure by Licensor to make the payments specified in Sections 3.1 and 3.2 on the dates set forth therein shall constitute a material breach of this Agreement.

3.5 Audit. Licensor is entitled to more than once every twelve (12) months during the term of this Agreement on notice to the Yahoo, to audit or have its external auditors audit the Yahoo's books and records, which relate directly to the number of Click-throughs reported by Yahoo and calculation of payments due to Yahoo hereunder. Any such audit will be conducted during Yahoo's normal business hours and at Yahoo's location where the relevant records are kept in the normal course of business and shall be conducted to minimize any disruption to Yahoo's business activities. In the event the audit reveals that the number of actual Click-throughs exceeds the number reported by Yahoo, Yahoo will immediately pay refund the difference (required payment minus actual payment) to Licensor together with any interest accumulated at the lesser of (i) one percent (1%) per month commencing upon the date of Yahoo's receipt of such actual payment from Licensor or (ii) the maximum amount allowed by law.

Section 4: Indemnification.

Licensor, at its own expense, will indemnify, defend and hold harmless Yahoo, its Affiliates and their employees, representatives, agents and affiliates, against any claim, suit, action or other proceeding brought against Yahoo or an Affiliate based on or arising from a claim that the Licensor Content or any Licensor Brand Feature infringes in any manner any Intellectual Property Right of any third party or contains any material or information that is obscene, defamatory, libelous, slanderous, that violates any person's right of publicity, privacy or personality, or has otherwise resulted in any tort, injury, damage or harm to any person; provided however, that in any such case: (x) Yahoo provides Licensor with prompt notice of any such claim; (y) Yahoo permits Licensor to assume and control the defense of such action, with counsel chosen by Licensor (who shall be reasonably acceptable to Yahoo); and (z) Licensor does not enter into any settlement or compromise of any such claim without Yahoo's prior written consent, which consent shall not be unreasonably withheld. Licensor will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or

6

otherwise incurred by Yahoo or an Affiliate in connection with or arising from any such claim, suit, action or proceeding. It is understood and agreed that Yahoo does not intend and will not be required to edit or review for accuracy or appropriateness any Licensor Content.

Section 5: Limitation of Liability.

EXCEPT AS PROVIDED IN SECTION 5, UNDER NO CIRCUMSTANCES SHALL LICENSOR, LICENSOR'S LICENSORS, YAHOO, OR ANY AFFILIATE BE LIABLE TO ANOTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.

Section 6: Term and Termination.

6.1 Initial Term and Renewals. This Agreement will become effective as of the Effective Date and shall, unless sooner terminated as provided below or as otherwise agreed, remain effective for an initial term of twelve (12) months following the first date of public availability of the Licensor Content on the Content Pages within a Yahoo Property (the "Initial Term"). After the Initial Term, this Agreement will be automatically renewed for successive additional one year periods ("Extension Terms"), unless otherwise terminated by either party by giving notice to the other party not less than sixty (60) days prior to the end of a Term. As used herein, the "Term" means the Initial Term and any Extension Term(s).

6.2 Termination for Cause. Notwithstanding the foregoing, this Agreement may be terminated by either party immediately upon notice if the other party: (w) becomes insolvent; (x) files a petition in bankruptcy; (y) makes an assignment for the benefit of its creditors; or (z) breach any of its obligations under this Agreement in any material respect, which breach is not remedied within thirty (30) days (ten (10) days in the case of a failure to pay) following written notice to such party.

7

6.3 Effect of Termination. Any termination pursuant to this Section 6 shall be without any liability or obligation of the terminating party, other than with respect to any breach of this Agreement prior to termination. The provisions of Sections 3, 4, 5, 7, 9, and this Section 6.3 shall survive any termination or expiration of this Agreement.

Section 7: Ownership.

7.1 By Licensor. Yahoo acknowledges and agrees that: (i) as between Licensor on the one hand, and Yahoo and its Affiliates on the other, Licensor owns all right, title and interest in the Licensor Content and the Licensor Brand Features; (ii) nothing in this Agreement shall confer in Yahoo or an Affiliate any right of ownership in the Licensor Content or the Licensor Brand Features. No licenses are granted by either party except for those expressly set forth in this Agreement.

7.2 By Yahoo. Licensor acknowledges and agrees that: (i) as between Licensor on the one hand, and Yahoo and its Affiliates on the other, Yahoo or the Affiliates own all right, title and interest in any Yahoo Property and the Yahoo Brand Features; (ii) nothing in this Agreement shall confer in Licensor any license or right of ownership in the Yahoo Brand Features; and (iii) Licensor shall not now or in the future contest the validity of the Yahoo Brand Features. No licenses are hereby granted by Yahoo.

Section 8: Public Announcements and Co-branding Promotions.

The parties will cooperate to create any and all appropriate public announcements relating to the relationship set forth in this Agreement. Neither party shall make any public announcement regarding the existence or content of this Agreement without the other party's prior written approval and consent. Yahoo shall notify its users of the availability of Licensor Content via the Content Pages and Yahoo Properties through text links, advertising banners and other promotional activities ("Promotions"). The parties may agree to co-brand such Promotions (e.g. "customize Yahoo Financial news to include headlines from TheStreet.com"), in a manner and for a price that is mutually agreeable to the parties.

8

Section 9: Notice; Miscellaneous Provisions..

9.1 Notices. All notices, requests and other communications called for by this agreement shall be deemed to have been given immediately if made by telecopy or electronic mail (confirmed by concurrent written notice sent first class U.S. mail, postage prepaid), if to Yahoo at 3420 Central Expressway, Santa Clara, CA 95051, Fax: (408) 731-3301 Attention: Vice President (e-mail: *****, with a copy to its General Counsel *****, and if to Licensor at the physical and electronic mail addresses set forth on the signature page of this Agreement, or to such other addresses as either party shall specify to the other. Notice by any other means shall be deemed made when actually received by the party to which notice is provided.

Miscellaneous Provisions. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement, in whole or in part, without the other party's written consent; provided, however, that: (i) either party may assign this Agreement without such consent in connection with any merger, consolidation, any sale or assignment of all or substantially all of such party's assets or any other transaction in which more than fifty percent (50%) of such party's voting securities or membership interests are transferred. Any attempt to assign this Agreement other than in accordance with this provision shall be null and void. This Agreement will be governed by and construed in accordance with the laws of the State of California, without reference to conflicts of laws rules, and without regard to its location of execution or performance. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in force. Neither this Agreement, nor any terms and conditions contained herein may be construed as creating or constituting a partnership, joint venture or agency relationship or any other form of legal association between the parties. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights. This Agreement and its Exhibits are the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings, both written and oral, regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties. This Agreement may be executed in any number of


***** Confidential treatment has been requested for the redacted portions. The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

9

counterparts, all of which taken together shall constitute a single instrument. Execution and delivery of this Agreement may be evidenced by facsimile transmission.

10

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

         YAHOO! INC.                        THESTREET.COM, INC.

By: /s/ Ellen Simonoff                      By: /s/ Brendon Amyot
   ------------------------------              ---------------------------------

Title: VP Business Development              Title: VP General Manager - Consumer
       --------------------------                 ------------------------------

Address: 3420 Central Parkway               Address: 2 Rector Street, 14th Floor
        -------------------------                   ----------------------------

        Santa Clara, CA 95051                       NY, NY 10006
        -------------------------                   ----------------------------

Telecopy: *****                             Telecopy:
         ------------------------                    ---------------------------

E-mail:   *****                             E-mail:   *****
       --------------------------                  -----------------------------

----------

***** Confidential treatment has been requested for the redacted portions. The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

11

EXHIBIT A

LICENSOR BRAND FEATURES

TheStreet.com
TheStreet.com related logos

YAHOO BRAND FEATURES

Yahoo!
Yahoo related logos

12

EXHIBIT B
LICENSOR CONTENT

Headlines (and related ticker symbols and URIs of full-text stories on Licensor's own site) of stories relating to business, financial, industry and technology news. Licensor Content shall include all TheStreet.com stories EXCEPT those stories which are hosted on Yahoo!. The excluded content shall be:

Wrong!
View from TheStreet.com
Silicon Valley
Online Brokerage
FundWatch

The above list may be modified from time to time by the parties.

13

EXHIBIT C

                           Wire Transfer Instructions

Yahoo's Bank Information:

Institution Name:                                    *****
Institution Address:                                 *****
ABA:                                                 *****
Beneficiary Name:                                    *****
Beneficiary Account Number:                          *****


----------

***** Confidential treatment has been requested for the redacted portions. The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

14

EXHIBIT D

THESTREET.COM INC. - SERVICE AND TRADEMARK GUIDELINES

When used in these guidelines, for ease of reference the term trademark refers to both trademarks and service marks.

1. TheStreet.com trademarks must be used as adjectives, not nouns Trademarks are adjectives, and should always be used with the generic term that they modify. For example:

CORRECT: TheStreet.com services are excellent.
INCORRECT: TheStreet.com is the ideal service for your needs.

The above is the most important rule of trademark usage. The word "service", or similar generic language (i.e. financial information service), should immediately follow all TheStreet.com trademarks in each piece of advertising, promotion or other written material. On occasion, the generic term may be omitted where the immediate context makes it clear that a generic term is intended, such as in repetitive uses of the trademark within a single paragraph or section, but these exceptions should be used with care. The generic term should always be used at the beginning of a piece and at significant points subsequently. In addition, Intuit trademarks must not be used as possessives. (This follows from the principle that trademarks are adjectives, not nouns). For example:

CORRECT: The quality of TheStreet.com is outstanding. INCORRECT: TheStreet.com quality is outstanding.

2. Retain the distinctive appearance of TheStreet.com trademarks without using specialized type or logo forms. TheStreet.com trademarks should always be presented in a distinctive, but non- stylized fashion. Special typefaces/fonts should not be used, and Company logos and typefaces cannot be used. This means that the marks must appear in a regular typeface while retaining their distinctive capitalization and/or spacing. Marks may also appear in all upper-case letters while retaining correct spacing. For example:

15

CORRECT: TheStreet.com service INCORRECT: TheStreet.com service

3. Use appropriate status and ownership legends with TheStreet.com trademarks. All TheStreet.com trademarks that are not registered should appear with the super script TM. The appropriate legend must be used each time TheStreet.com trademark is printed. (Please contact TheStreet.com if you need information on the registration status of a particular trademark.) In addition, all written documents, displays or advertisements which include TheStreet.com trademark must contain the appropriate ownership legend, ideally at the beginning of the piece. For example:

TheStreet.com and TheStreet.com logo are service marks of TheStreet.com, Inc.

4. Do not use TheStreet.com trademarks in company names or on direct business source identifiers. TheStreet.com trademarks may not be used in company names or on direct business source identifiers like stationery, business cards, and company signs unless specifically authorized. These items identify the name of a business and, thus, the source of its products or services. In order to avoid any possible confusion with regard to the source of TheStreet.com services, no use of TheStreet.com trademarks on these identifiers is allowed unless prior written approval is obtained. (Of course, the use of TheStreet.com trademarks in detailed brochures, certain advertisements, presentations and the like, is permitted as long as all of the other guidelines contained herein are followed.)

5. Only TheStreet.com may use its trade name, trademark and logo trademark. No one except TheStreet.com may use its name, trademark or logo trademark in connection with the sale, provision or advertisement of any product or service. The only use of its name that is permitted (in connection with selling products or services) is to display the ownership legend for TheStreet.com trademarks, as shown above.

16

EXHIBIT 10.2

AMENDED AND RESTATED
THE STREET.COM, INC.
1998 STOCK INCENTIVE PLAN

SECTION 1. Purposes

The purpose of The Street.Com, Inc. Amended and Restated 1998 Stock Incentive Plan (the "Plan") is to enable The Street.Com, Inc. (the "Company") and its Related Companies (as defined below) to attract, retain and reward employees, directors and consultants and strengthen the existing mutuality of interests between such persons and the Company's stockholders by offering such persons an equity interest in the Company. For purposes of the Plan, a "Related Company" means any corporation, partnership, joint venture or other entity in which the Company owns, directly or indirectly, at least a 20% beneficial ownership interest.

SECTION 2. Types of Awards

Awards under the Plan may be in the form of (i) Stock Options; (ii) Restricted Stock; and/or (iii) Tax Offset Payments.

SECTION 3. Administration

3.1 The Plan shall be administered by the Compensation Committee of the Company's Board of Directors (the "Board") or such other committee of directors as the Board shall designate (the "Committee"), which shall consist of not less than two directors. The members of the Committee shall serve at the pleasure of the Board.

3.2 The Committee shall have the following authority with respect to awards under the Plan: to grant awards; to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall deem advisable; to interpret the terms and provisions of the Plan and any award granted under the Plan; and to otherwise supervise the administration of the Plan. In particular, and without limiting its authority and powers, the Committee shall have the authority:

(a) to determine whether and to what extent any award or combination of awards will be granted hereunder;


(b) to select the employees, directors or consultants to whom awards will be granted;

(c) to determine the number of shares of the common stock of the Company (the "Stock") to be covered by each award granted hereunder subject to the limitations contained herein;

(d) to determine the terms and conditions of any award granted hereunder, including, but not limited to, any vesting or other restrictions based on such performance objectives (the "Performance Objectives") and such other factors as the Committee may establish, and to determine whether the Performance Objectives and other terms and conditions of the award are satisfied;

(e) to determine the treatment of awards upon an award holder's retirement, disability, death, termination for cause or other termination of employment or service;

(f) to determine pursuant to a formula or otherwise the fair market value of the Stock on a given date; provided, however, that if the stock is listed, fair market value of the Stock on a given date shall be the mean between the highest and lowest quoted selling price, regular way, of the Stock on the NASDAQ National Market (or the principal exchange upon which the Stock is listed), or if no such sale of Stock occurs on such date, the mean between the high and low prices on the nearest trading date before such date;

(g) to determine that amounts equal to the amount of any dividends declared with respect to the number of shares covered by an award (i) will be paid to the employee currently or
(ii) will be deferred and deemed to be reinvested or (iii) will otherwise be credited to the employee, or that the employee has no rights with respect to such dividends;

(h) to provide that the shares of Stock received as a result of an award shall be subject to a right of first refusal, pursuant to which the employee shall be required to offer to the Company or its designee(s) any shares that the employee wishes to sell, subject to such terms and conditions as the Committee may specify;

2

(i) to amend the terms of any award, prospectively or retroactively; provided, however, that no amendment shall impair the rights of the award holder without his or her written consent; and

(j) to substitute new Stock Options for previously granted Stock Options, or for options granted under other plans or agreements, in each case including previously granted options having higher option prices.

3.3 The Committee shall have the right to designate awards as "Performance Awards." The grant or vesting of a Performance Award shall be subject to the achievement of Performance Objectives established by the Committee based on one or more of the following criteria, in each case applied to the Company on a consolidated basis and/or to a business unit and which the Committee may use as an absolute measure, as a measure of improvement relative to prior performance, or as a measure of comparable performance relative to a peer group of companies: sales, operating profits, operating profits before interest expense and taxes, net earnings, earnings per share, return on equity, return on assets, return on invested capital, total shareholder return, cash flow, debt to equity ratio, market share, stock price, economic value added, and market value added.

3.4 All determinations made by the Committee pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company and Plan participants.

SECTION 4. Stock Subject to Plan

4.1 The total number of shares of Stock which may be issued under the Plan shall be 7,581,818. Such shares may consist of authorized but unissued shares or treasury shares.

4.2 To the extent a Stock Option terminates without having been exercised, or shares awarded are forfeited, the shares subject to such award shall again be available for distribution in connection with future awards under the Plan. Shares of Stock equal in number to the shares surrendered in payment of the option price, and shares of Stock which are withheld in order to satisfy federal, state or local tax liability, shall not count against the above limit, and shall again be available for grants under the Plan.

3

4.3 No employee shall be granted Stock Options, Restricted Stock, or any combination thereof with respect to more than 500,000 shares of Stock in any fiscal year (subject to adjustment as provided in Section 4.4). No employee shall be granted a Tax Offset Payment in any fiscal year with respect to more than the number of shares of Stock covered by awards granted to such employee in such fiscal year.

4.4 In the event of any merger, reorganization, consolidation, sale of substantially all assets, recapitalization, Stock dividend, Stock split, spin-off, split-up, split-off, distribution of assets or other change in corporate structure affecting the Stock, a substitution or adjustment, as may be determined to be appropriate by the Committee or the Board in its sole discretion, shall be made in the aggregate number of shares reserved for issuance under the Plan, the number of shares as to which awards may be granted to any individual in any fiscal year, the number of shares subject to outstanding awards and the amounts to be paid by award holders or the Company, as the case may be, with respect to outstanding awards; provided, however, that no such adjustment shall increase the aggregate value of any outstanding award.

SECTION 5. Eligibility

Employees, directors, and consultants of the Company or a Related Company are eligible to be granted awards under the Plan. Only employees are eligible to be granted Incentive Stock Options. The participants under the Plan shall be selected from time to time by the Committee, in its sole discretion, from among those eligible.

SECTION 6. Stock Options

6.1 The Stock Options awarded to employees under the Plan may be of two types: (i) Incentive Stock Options within the meaning of Section 422 of the Code or any successor provision thereto; and (ii) Non-Qualified Stock Options. To the extent that any Stock Option does not qualify as an Incentive Stock Option, it shall constitute a Non-Qualified Stock Option.

6.2 Subject to the following provisions, Stock Options awarded under the Plan shall be in such form and shall have such terms and conditions as the Committee may determine:

4

(a) Option Price. The option price per share of Stock purchasable under a Stock Option shall be determined by the Committee, and may be less than the fair market value of the Stock on the date of the award of the Stock Option.

(b) Option Term. The term of each Stock Option shall be fixed by the Committee.

(c) Exercisability. Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee. The Committee may waive such exercise provisions or accelerate the exercisability of the Stock Option at any time in whole or in part.

(d) Method of Exercise. Stock Options may be exercised in whole or in part at any time during the option period by giving written notice of exercise to the Company specifying the number of shares to be purchased, accompanied by payment of the purchase price. Payment of the purchase price shall be made in such manner as the Committee may provide in the award, which may include cash (including cash equivalents), delivery of shares of Stock already owned by the optionee or subject to awards hereunder, "cashless exercise", any other manner permitted by law determined by the Committee, or any combination of the foregoing. If the Committee determines that a Stock Option may be exercised using shares of Restricted Stock, then unless the Committee provides otherwise, the shares received upon the exercise of a Stock Option which are paid for using Restricted Stock shall be restricted in accordance with the original terms of the Restricted Stock award.

(e) No Stockholder Rights. An optionee shall have neither rights to dividends or other rights of a stockholder with respect to shares subject to a Stock Option until the optionee has given written notice of exercise and has paid for such shares.

(f) Surrender Rights. The Committee may provide that options may be surrendered for cash upon any terms and conditions set by the Committee.

5

(g) Non-transferability. Unless otherwise provided by the Committee, (i) Stock Options shall not be transferable by the optionee other than by will or by the laws of descent and distribution, and (ii) during the optionee's lifetime, all Stock Options shall be exercisable only by the optionee or by his or her guardian or legal representative.

(h) Termination of Employment. Following the termination of an optionee's employment with the Company or a Related Company, the Stock Option shall be exercisable to the extent determined by the Committee. The Committee may provide different post-termination exercise provisions with respect to termination of employment for different reasons. The Committee may provide that, notwithstanding the option term fixed pursuant to Section 6.2(b), a Stock Option which is outstanding on the date of an optionee's death shall remain outstanding for an additional period after the date of such death.

6.3 Notwithstanding the provisions of Section 6.2, no Incentive Stock Option shall (i) have an option price which is less than 100% of the fair market value of the Stock on the date of the award of the Incentive Stock Option, (ii) be exercisable more than ten years after the date such Incentive Stock Option is awarded, or (iii) be awarded more than ten years after the effective date of the Plan specified in Section 13. No Incentive Stock Option granted to an employee who owns more than 10% of the total combined voting power of all classes of stock of the Company or any of its parent or subsidiary corporations, as defined in Section 424 of the Code, shall (A) have an option price which is less than 110% of the fair market value of the Stock on the date of award of the Incentive Stock Option or (B) be exercisable more than five years after the date such Incentive Stock Option is awarded.

SECTION 7. Restricted Stock

Subject to the following provisions, all awards of Restricted Stock to employees shall be in such form and shall have such terms and conditions as the Committee may determine:

(a) The Restricted Stock award shall specify the number of shares of Restricted Stock to be awarded, the price, if any, to be paid by the recipient of the Restricted Stock and the date or dates on which, or the conditions upon the satisfaction of which, the Restricted Stock will vest. The

6

grant and/or the vesting of Restricted Stock may be conditioned upon the completion of a specified period of service with the Company or a Related Company, upon the attainment of specified Performance Objectives or upon such other criteria as the Committee may determine.

(b) Stock certificates representing the Restricted Stock awarded to an employee shall be registered in the employee's name, but the Committee may direct that such certificates be held by the Company or its designee on behalf of the employee. Except as may be permitted by the Committee, no share of Restricted Stock may be sold, transferred, assigned, pledged or otherwise encumbered by the employee until such share has vested in accordance with the terms of the Restricted Stock award. At the time Restricted Stock vests, a certificate for such vested shares shall be delivered to the employee (or his or her designated beneficiary in the event of death), free of all restrictions.

(c) The Committee may provide that the employee shall have the right to vote or receive dividends on Restricted Stock. Unless the Committee provides otherwise, Stock received as a dividend on, or in connection with a stock split of, Restricted Stock shall be subject to the same restrictions as the Restricted Stock.

(d) Except as may be provided by the Committee, in the event of an employee's termination of employment before all of his or her Restricted Stock has vested, or in the event any conditions to the vesting of Restricted Stock have not been satisfied prior to any deadline for the satisfaction of such conditions set forth in the award, the shares of Restricted Stock which have not vested shall be forfeited, and the Committee may provide that (i) any purchase price paid by the employee shall be returned to the employee or (ii) a cash payment equal to the Restricted Stock's fair market value on the date of forfeiture, if lower, shall be paid to the employee.

(e) The Committee may waive, in whole or in part, any or all of the conditions to receipt of, or restrictions with respect to, any or all of the employee's Restricted Stock.

SECTION 8. Tax Offset Payments

7

The Committee may provide for a Tax Offset Payment by the Company to an employee with respect to one or more awards granted under the Plan. The Tax Offset Payment shall be in an amount specified by the Committee, which shall not exceed the amount necessary to pay the federal, state, local and other taxes payable with respect to the applicable award and the receipt of the Tax Offset Payment, assuming that the employee is taxed at the maximum tax rate applicable to such income. The Tax Offset Payment shall be paid solely in cash.

SECTION 9. Tax Withholding

9.1 Each award holder shall, no later than the date as of which the value of an award first becomes includible in such person's gross income for applicable tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any federal, state, local or other taxes of any kind required by law to be withheld with respect to the award. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company (and, where applicable, any Related Company), shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the employee.

9.2 To the extent permitted by the Committee, and subject to such terms and conditions as the Committee may provide, an employee may elect to have the withholding tax obligation, or any additional tax obligation with respect to any awards hereunder, satisfied by (i) having the Company withhold shares of Stock otherwise deliverable to such person with respect to the award or (ii) delivering to the Company shares of unrestricted Stock. Alternatively, the Committee may require that a portion of the shares of Stock otherwise deliverable be applied to satisfy the withholding tax obligations with respect to the award.

SECTION 10. Amendments and Termination

The Plan is of unlimited duration. The Board may discontinue the Plan at any time and may amend it from time to time. No amendment or discontinuation of the Plan shall adversely affect any award previously granted without the award holder's written consent. Amendments may be made without stockholder approval except as required to satisfy regulatory requirements.

SECTION 11. Change of Control

8

11.1 In the event of a Change of Control, if so determined by the Committee at the time of grant or by amendment (with the holder's consent) of such grant:

(a) all outstanding Stock Options awarded under the Plan shall become fully exercisable and vested; and

(b) the restrictions applicable to any outstanding Restricted Stock awards under the Plan shall lapse and such shares shall be deemed fully vested.

11.2 A "Change of Control" means the happening of any of the following:

(a) the acquisition by any person or group deemed a person under Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934 (the "Exchange Act") (other than the Company and its subsidiaries as determined immediately prior to that date) of beneficial ownership, directly or indirectly (with beneficial ownership determined as provided in Rule 13d-3, or any successor rule, under the Exchange Act), of a majority of the total combined voting power of all classes of stock of the Company having the right under ordinary circumstances to vote at an election of the Board of Directors of the Company, if such person or group deemed a person prior to such acquisition was not a beneficial owner of at least five percent (5%) of such total combined voting power of the Company;

(b) the election to the Board of Directors of the Company of members as a result of which a majority of the Board of Directors shall consist of persons who are not members of the Board of Directors as of the date of grant;

(c) the date of approval by the stockholders of the Company of an agreement providing for the merger or consolidation of the Company with another corporation or other entity where (x) stockholders of the Company immediately prior to such merger or consolidation would not beneficially own following such merger or consolidation shares entitling such stockholders to a majority of all votes (without consolidation of the rights of any class of stock to elect directors by a separate class vote) to which all stockholders of the surviving corporation would be entitled in the election of

9

directors, or (y) where the members of the Board of Directors, immediately prior to such merger or consolidation, would not, immediately after such merger or consolidation, constitute a majority of the board of directors of the surviving corporation; or

(d) the sale of all or substantially all of the assets of the Company.

SECTION 12. General Provisions

12.1 If at any time the Committee determines that the delivery of Common Stock under the Plan is or may be unlawful under the laws of any applicable jurisdiction, the right to exercise any Stock Option or receive any Restricted Stock shall be suspended until the Committee determines that such delivery is lawful. The Company shall have no obligation to effect any registration of qualification of the Common Stock under federal or state laws.

12.2 Any person exercising a Stock Option or receiving Restricted Stock shall make such representations (including representations to the effect that such person will not dispose of the Common Stock so acquired in violation of federal and state securities laws) and furnish such information as may, in the opinion of counsel for the Company, be appropriate to permit the Company to issue the Common Stock in compliance with applicable federal and state securities laws. The Committee may refuse to permit the exercise of such Stock Option or delivery of such Restricted Stock until such representations and information have been provided.

12.3 In the event there is a stockholders agreement among the Company and/or shareholders which agreement imposes restrictions on the transfer of Common Stock, then, as a condition to the exercise of a Stock Option or the delivery of Restricted Stock, the award holder may be required by the Committee to execute appropriate documents making him or her a party to such agreement. The Company may place an appropriate legend evidencing any transfer restrictions on all shares of Common Stock issued under the Plan and may issue stop transfer instructions in respect thereof.

12.4 Nothing set forth in this Plan shall prevent the Board from adopting other or additional compensation arrangements. Neither the adoption of the Plan nor any award hereunder shall confer upon any employee of the Company, or of

10

a Related Company, any right to continued employment or service as a director or consultant.

12.5 Determinations by the Committee under the Plan relating to the form, amount, and terms and conditions of awards need not be uniform, and may be made selectively among persons who receive or are eligible to receive awards under the Plan, whether or not such persons are similarly situated.

12.6 No member of the Board or the Committee, nor any officer or employee of the Company acting on behalf of the Board or the Committee, shall be personally liable for any action, determination or interpretation taken or made with respect to the Plan, and all members of the Board or the Committee and all officers or employees of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation.

SECTION 13. Effective Date of Plan

The Plan shall be effective on May 6, 1998, subject to approval by the Company's stockholders.

11

EXHIBIT 10.2(1)

AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED
THESTREET.COM, INC.
1998 STOCK INCENTIVE PLAN

This Amendment No. 1 to the Amended and Restated TheStreet.com, Inc. 1998 Stock Incentive Plan (the "Plan") is hereby adopted pursuant to Section 10 of the Plan. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.

WHEREAS, TheStreet.com, Inc. (the "Company") has deter- mined that it is in its best interest and that of its stockholders to amend the Plan as set forth herein;

NOW, THEREFORE, the Plan is amended as follows:

A. The first sentence of Section 4.1 of the Plan is amended and restated in its entirety as follows:

The total number of shares of Stock which may be issued under the Plan shall be 4,400,000.

B. The first sentence of Section 4.3 of the Plan is amended and restated in its entirety to read as follows:

No employee shall be granted Stock Options, Restricted Stock, or any combination thereof with respect to more than 1,000,000 shares of Stock in any fiscal year (subject to adjustment as provided in
Section 4.4).

Approved by action of the Board of Directors of the Company on March 25, 1999.


Exhibit 10.3

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

CONFIDENTIAL
INTERACTIVE SERVICES AGREEMENT

This agreement (the "Agreement"), effective as of April 16th, 1998 (the "Effective Date"), is made and entered into by and between America Online, Inc. ("AOL"), a Delaware corporation, with its principal offices at 22000 AOL Way, Dulles, Virginia 20166, and TheStreet.com, L.L.C. ("Interactive Content Provider" or "ICP"), a limited liability corporation, with its principal offices at Two Rector Street, New York, NY 10006 (each a "Party" and collectively the "Parties").

INTRODUCTION

AOL and ICP each desires that AOL provide access to the ICP Internet Site (as defined below) through the AOL Network (as defined below), subject to the terms and conditions set forth in this Agreement. Defined terms used but not defined in the body of this Agreement or in Exhibit C shall be as defined on Exhibit B attached hereto.

TERMS

1. DISTRIBUTION; PROGRAMMING

1.1 Anchor Tenancy. Beginning on the Launch Date, ICP shall receive anchor tenant distribution within the Personal Finance channel (or any specific successor thereof) offered on the AOL Service, as follows: AOL shall (a) continuously and prominently place an agreed-upon ICP icon, symbol, name, logo or banner (each, an "Anchor Tenant Button") on the "Active Investor" screen (or any specific successor thereof), on which ICP's Anchor Tenant Button shall be ***** Anchor Tenant Buttons, and the "Investing Forums" screen (or any specific successor thereof), on which ICP's Anchor Tenant Button shall be ***** (based on relevant factors, e.g. ***** considered as a whole and not individually) ***** any other anchor tenant's ***** which is continuously displayed on such screen. Such Anchor Tenant Buttons shall each, through a uniform resource locator ("URL"), link to the Welcome Mat on the World Wide Web, or to some other mutually agreed-upon area(s) within the AOL Network


***** Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

(i.e. in "Rainman"), (b) provide ICP with the keywords "TheStreet" "TheStreet.com" and "TSC" which shall link to the Welcome Mat, and (c) list the ICP Internet Site in AOL's "Directory of Services" "Keywords" and "Find" features. Except to the extent expressly described herein, the exact form, placement and nature of the Anchor Tenant Button shall be determined by AOL in it's ***** editorial discretion.

1.1.1 AOL further agrees to ***** communicate with ICP during the Term regarding AOL's editorial needs ***** of integrating ICP's Content into the Personal Finance channel. Such communication may result in the promotion of ICP from the main screen of the Personal Finance channel. Any such promotion shall be at the sole discretion of AOL.

1.2 Content. The ICP Internet Site shall consist of the Licensed Content described on Exhibit A hereto. In addition, the Original Content described on Exhibit A shall be published within the AOL Network (i.e. in Rainman, AOL's proprietary publishing tool). ICP shall not authorize or actively facilitate any third party to distribute any other Content of ICP through the AOL Network absent AOL's prior written approval; provided, however, that AOL acknowledges and understands that ***** without ICP's ***** and AOL agrees that ICP ***** as a result thereof. The inclusion of any additional Content for distribution through the AOL Network (including, without limitation, any features, functionality or technology) not expressly described on Exhibit A shall be subject to AOL's prior written approval.

1.3 License. ICP hereby grants AOL a worldwide license to use, market, store, distribute, display, communicate, perform, transmit, and promote the ICP Internet Site and the Licensed Content (or any portion thereof), solely for the personal use of its AOL Members, through the AOL Network as AOL may determine in its sole discretion, including without limitation the right to integrate Content from the ICP Internet Site by linking to specific areas on the ICP Internet Site, provided that the presentation of any such Content on the AOL Network shall conform with the specifications set forth on Exhibit D; provided, however, *****.

1.4 Management. ICP shall, design, create, edit, manage, update, and maintain the ICP Internet Site and the Licensed Content or arrange for same on its behalf. Except as specifically provided for herein, AOL shall have no obligations of any kind with respect to the ICP Internet Site. ICP shall be responsible for any hosting or communication costs associated with the ICP Internet Site (including, without limitation, the costs associated with (i) any agreed-upon direct connections between the AOL


***** Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

2

Network and the ICP Internet Site or (ii) a mirrored version of the ICP Internet Site, provided at the discretion of the ICP. *****.

1.5      Carriage Fee. ICP shall pay AOL a one-time fee of ***** which
         shall be due no later than thirty (30) days after the
         Effective Date.

1.6 Impressions Guarantee. AOL shall provide ICP with at least ***** Impressions (as defined below) from ICP's presence on the AOL Network (the "Impressions Guarantee"). For the purposes of this Agreement ***** ICP's presence on an AOL screen shall conform to the specifications set forth on Exhibit D (each, an "ICP Presence"), provided that only screens that contain a link to the ICP Internet Site or a Welcome Mat (as defined herein) will count against the Impressions Guarantee. In the event that the Impressions Guarantee is not met during the Term, at AOL's option either
(a) the Term shall be extended for up to ***** months without additional carriage fees payable by ICP *****, or (b) AOL shall provide ICP with the remain ing Impressions in the form of advertising space within the AOL Network of comparable value ***** to the undelivered Impressions.

2. PROMOTION

2.1 Cooperation. Each Party shall cooperate with and reasonably assist the other Party in supplying material for marketing and promotional activities.

2.2 Interactive Site. During the Term, ICP shall include within each ICP Interactive Site (a) a continuous ***** promotional button/link for AOL appearing on the first screen of the ICP Interactive Site, (b) a prominent "Try AOL" feature where users can obtain promotional information about the AOL Network and/or any ***** products and services available through the AOL Network and, at AOL's option, download or order AOL's then-current version of client software for the America Online(Registered) brand service or other AOL products, such as AOL's "Instant Messenger(Registered)"; (c) ***** promotion for the keywords associated with ICP's Internet Site; and (d)*****.

2.3 Other Media. ICP shall ***** prominently and regularly promote AOL and the ICP Internet Site's availability through the AOL Service in publications, programs, features or other forms of media over which ICP exercises *****.


***** Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

3

2.4 Keyword Promotion. In any instances when ICP makes promotional reference to an ICP Interactive Site, including any listings of the applicable "URL(s)" for such web site(s) (each a "Web Reference"), *****.

2.5 Preferred Access Provider.

2.5.1 *****

3. REPORTING

3.1 Usage and Other Data. AOL shall make available to ICP a monthly report specifying for the prior month aggregate usage and Impressions with respect to ICP's presence on the AOL Network. ICP will supply AOL with monthly reports which reflect total daily Impressions by AOL Members to the ICP Internet Site during the prior month and the number of and dollar value associated with the transactions involving AOL Members at the ICP Internet Site during the period in question. ICP shall also provide AOL with "click-through" data with respect to the promotions specified in Section 2.

3.2 Promotional Commitments. ICP shall provide to AOL a monthly report document ing ICP's compliance with any promotional commitments undertaken pursuant to this Agreement which report shall be in the form attached as Exhibit F hereto.

3.3 Payment Schedule. Except as otherwise specified herein, each Party agrees to pay the other Party all amounts received and owed to such other Party as described herein on a quarterly basis within thirty (30) days of the end of the quarter in which such amounts were collected by such Party. The first quarter for which payment is to be made shall (i) begin on the first day of the month following the month of full execution of Agreement and (ii) include the portion of the month of execution following the Effective Date (unless the Agreement was executed on the first day of a month, in which case the quarter shall be deemed to begin on the first day of such month).

4. ADVERTISING AND MERCHANDISING

4.1 Advertising Sales. Except as may be specifically provided below, AOL owns all right, title and interest in and to the advertising and promotional spaces within the AOL Network (including, without limitation, advertising and promotional spaces on


***** Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

4

any AOL forms or pages preceding or framing the ICP Internet Site). The specific advertising inventory within any such AOL forms or pages shall be as reasonably determined by AOL.

4.2 Live Event Advertisements. With respect to the live event programming provided to AOL hereunder and specified on Exhibit
A.2 (the "Live Event Programming"), AOL shall have the exclusive right to license or sell promotions, advertisements, links, pointers or similar services or rights in or through the area for any Live Event Programming ("Live Event Advertisements"). AOL shall pay ICP ***** of the Advertising Revenues generated by AOL or its agents with respect to Live Event Advertisements.

4.3 Original Content Advertisements. With respect to the original content provided to AOL hereunder and specified on Exhibit A, (the "Original Content"), AOL hereby grants ICP the right to license or sell promotions, advertisements, links, pointers or similar services or rights in or through the area for any Original Content including ***** associated with the ICP Internet Site ("Original Content Advertisements" or "AOL Advertisements"), subject to (i) each Original Content Advertisement being in compliance with AOL's advertising policies referred to herein and (ii) *****. ICP shall pay AOL ***** of the Advertising Revenues generated by ICP or its agents with respect to Original Content Advertisements.

4.4 Advertising Policies. Any AOL Advertisements sold by ICP or its agents shall be subject to AOL's then-standard advertising policies, a copy of which shall be furnished to ICP ***** during the Term. In connection with the sale by ICP of any AOL Advertisement, ICP shall, in each instance, provide AOL with a completed standard AOL advertising registration form relating to such AOL Advertisement. ICP shall take all steps necessary to ensure that any AOL Advertisement sold by ICP complies with all applicable federal, state and local laws and regulations. To the extent ICP sells an AOL Advertisement as part of an advertising package including multiple placement locations, ICP shall allocate the payment for such advertising package between or among such locations in an equitable fashion, *****.

4.5 Interactive Commerce. Any merchandising on the ICP Internet Site shall be subject to (i) the then-current requirements of AOL's merchant certification program and (ii) ICP implementing sufficient procedures to protect the security of all merchandising on the site (i.e., ICP shall as of the Effective Date use 40-bit SSL technology and, if requested by AOL, 128-bit SSL).


***** Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

5

4.5.1    Subscriptions. AOL Members shall receive a *****
         discount on any subscriptions to the ICP Internet
         Site during the term of this Agreement.

5. CUSTOMIZED LINKED INTERACTIVE SITE

5.1 Performance.

5.1.1 Generally. ICP shall ***** optimize the ICP Internet

         Site according to AOL specifications and guidelines
         (which may currently be found at keyword:
         "Webmaster", and/or at *****) with the objective of
         ensuring that (i) the functionality and features
         within the ICP Internet Site are optimized for the
         client software then in use by a majority of AOL
         Members as notified to ICP by AOL and (ii) the forms
         used in the ICP Internet Site are designed and
         populated in a manner intended to minimize delays
         when AOL Members attempt to access such forms. ICP
         will use reasonable commercial efforts to ensure that
         the performance and availability of the ICP Internet
         Site (a) is monitored on a continuous, 24/7 basis and
         (b) remains competitive in all material respects with
         the performance and availability of other similar
         sites based on similar form technology. It shall be
         the responsibility of AOL to inform ICP of the
         specific AOL client software version then in use by a
         majority of AOL Members if and when it is determined,
         in AOL's reasonable discretion, that the ICP Internet
         Site is not optimized for such client software.

5.1.2    Specific.

         (a) ICP shall design the ICP Internet Site to support
         the Windows version of the Microsoft Internet
         Explorer 3.0 browser, and make commercially
         reasonable efforts to support all other AOL browsers
         listed at: *****

         (b) ICP shall configure the server from which it
         serves the ICP Internet Site to examine the HTTP
         User-Agent field in order to identify the AOL
         User-Agents listed at: ***** (the "AOL User-Agents").

         (c) ICP shall design its web site to support HTTP 1.0
         or later protocol as defined in RFC 1945 (available
         at http://ds.internic.net/rfc/rfc1945.text) and to
         adhere to AOL's parameters for refreshing cached

information listed at *****.


***** Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

6

(d) AOL reserves the right to review the ICP Internet Site and/or have its technical personnel meet with ICP technical personnel with respect to the ICP Internet Site with the objective of ensuring that such site is compatible with AOL's then-available client and host software and the AOL Network.

5.2 Customization. ICP shall customize the ICP Internet Site for AOL Members as follows:

(a) upon AOL's request create a customized, co-branded home page for the AOL audience for each area on the ICP Internet Site linked to and/or from the AOL Network on a continuous basis (each a "Welcome Mat"), which Welcome Mat(s) shall be subject to AOL approval, not to be unreasonably withheld;

(b) ensure that AOL Members linking to the ICP Internet Site do not receive advertisements, promotions or links for any entity which AOL has notified ICP, or shall subsequently notify ICP in writing, is in competition with AOL or which AOL has notified ICP, or shall subsequently notify ICP in writing, is otherwise in violation of AOL's then-standard advertising policies or exclusivities; and

(c) provide continuous navigational ability for AOL Members to return to an agreed-upon point on the AOL service (for which AOL shall supply the proper address) from the ICP Internet Site (e.g., the point on the AOL service from which the ICP Internet Site is linked), which, at AOL's option, may be satisfied through the use of a hybrid browser format.

5.3 Links on ICP Internet Site. The Parties will work together on mutually acceptable links (including links back to AOL) within the ICP Internet Site in order to attempt to create a robust and engaging AOL member experience. ICP shall take reasonable efforts to encourage that AOL traffic is generally either kept within the ICP Internet Site or channeled back into the AOL Network. To the extent that AOL notifies ICP in writing that, in AOL's reasonable judgment, links from such site cause an excessive amount of AOL traffic to be diverted outside of such site and the AOL Network in a manner that has a detrimental effect on the traffic flow of the AOL audience, then ICP shall promptly take reasonable steps to attempt to reduce the number of links out of such site(s).

5.4 Hosting Capacity. ICP will provide all computer servers, routers, switches and associated hardware in an amount reasonably necessary to meet anticipated traffic demands, adequate power supply (including generator back-up) and HVAC, adequate insurance, adequate service contracts and all necessary equipment racks, floor

7

space, network cabling and power distribution to support the ICP Internet Site. AOL shall provide ICP with reasonable, best available estimates of anticipated traffic demands associated with the AOL Network and ICP's performance hereunder, which ICP will rely upon in connection with the foregoing obligation.

6. TERM AND TERMINATION.

6.1 Term. Unless earlier terminated as set forth herein, the initial term of this Agreement shall be one (1) year from the Effective Date. Upon termination of this Agreement, AOL shall have the option, for a period equal to the initial term, to use one or more ICP keywords and/or text-based links from the AOL Network to the ICP Internet Site. This Agreement may be extended by mutual written agreement of the Parties.

6.2 Termination for Breach. Either Party may terminate this Agreement at any time in the event of a material breach by the other Party which remains uncured after thirty (30) days' written notice thereof.

6.3 Termination for Bankruptcy/Insolvency. Either Party may terminate this Agreement immediately following written notice to the other Party if the other Party (i) ceases to do business in the normal course, (ii) becomes or is declared insolvent or bankrupt, (iii) is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within ninety (90) calendar days or (iv) makes an assignment for the benefit of creditors.

7. TERMS AND CONDITIONS. To the extent not otherwise inconsistent with the above terms and conditions of this Agreement the legal terms and conditions set forth on Exhibit C attached hereto are hereby made a part of this Agreement.

8

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

AMERICA ONLINE, INC.                          THESTREET.COM, L.L.C.

By: /s/ Barry Schuler                         By: /s/ Brendan Amyot
   ---------------------------------------        ------------------------------
Print Name: Barry Schuler                    Print Name: Brendan Amyot
            ------------------------------               -----------------------
Title: President, AOL Interactive Services    Title: Chief Operating Officer
       -----------------------------------           ---------------------------
Date:  4/16/98                                Date:  April 16, 1998
       -----------------------------------           ---------------------------
                                              Tax ID/EIN#:
                                                           ---------------------

9

EXHIBIT A
Description of Content

Content appearing at URL: http://www.TheStreet.com, and original content appearing on AOL as follows:

1. Overview/Purpose of Site:

"TheStreet.com is an online financial publication dedicated to providing investors with timely, insightful and irreverent reporting" ...quote from thestreet.com website.

2. Categories of Programming:

- Original Content, to be published in Rainman:

o ***** Wrong! column provided on a *****
o ***** Herb Greenberg columns *****
o ***** Kansas columns *****
o ***** Options column *****
o ***** Mutual fund columns *****
o AOL version of daily TSC bulletin
o Archives

- Live Event Programming, to be published in Rainman:
o Two live chats per month (one with Jim Cramer and one with Herb Greenberg)
o ***** auditorium with TSC staff: to start with ***** and gradually move to ***** as we get additional staff in place.
o Live Event Transcripts and Archives of Transcripts

3. Links:


www.thestreet.com


***** Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

10

EXHIBIT B -- DEFINITIONS

DEFINITIONS. The following definitions shall apply to this Agreement:

Advertising Revenues. Aggregate amounts collected plus the fair market value of any other compensation received (such as barter advertising) by a party to this Agreement or its agents, as the case may be, arising from the license or sale of Advertisements, less applicable Advertising Sales Commissions; provided that, in order to ensure that ***** receives fair value in connection with its Advertisements, ***** shall be deemed to have received no less than the Advertising Minimum in instances when ***** makes an Advertisement available to a third party at a cost below the Advertising Minimum.

*****

Advertising Sales Commission. In the case of an AOL Advertisement, (i) actual amounts paid as commission to third party agencies in connection with sale of the Advertisement or (ii) *****, in the event the Party has sold the AOL Advertisement directly and will not be deducting any third party agency commissions.

AOL Advertisements. In the case of AOL, exclusive AOL Network and Live Event Advertisements and in the case of ICP, exclusive Original Content Advertisements.

AOL Service. The narrow-band U.S. version of the America Online(R) brand service, specifically excluding (a) AOL.com or any other AOL Interactive Site,
(b) the international versions of an America Online service (e.g., AOL Japan),
(c) ***** "AOL NetFind(Trademark)," "AOL Instant Messenger" or any similar independent AOL product or service which may be offered by, through or with the U.S. version of the America Online(Registered) brand service, (d) any programming or content area offered by or through the U.S. version of the America Online(Registered) brand service over which AOL does not exercise substantial operational control (including, without limitation, Content areas controlled by ***** (e.g., *****), Content areas controlled by other information providers and member-created Content areas), (e) any yellow pages, white pages, classifieds or other search, directory or review services or Content offered by or through the U.S. version of the America Online(Registered) brand service, (f) any property, feature, product or service which AOL or its affiliates may acquire subsequent to the Effective Date and (g) any other version of an America Online service which is materially different from the narrow-band U.S. version of the America Online brand service, by virtue of its branding, distribution, functionality, Content and services, including, without limitation, any co-branded version of the service and any version distributed through any broadband distribution platform or through any platform or device other than a desktop personal computer.

Affiliate. Any agent, distributor or franchisee, or an entity in which a party holds at least a ***** equity interest.

Look and Feel. The distinctive and particular elements of graphics, design, organization, presentation, layout, user interface, navigation, trade dress and stylistic convention (including the digital implementations thereof) and the total appearance and impression substantially formed by the combination, coordination and interaction of these elements.

AOL Member(s). Authorized users of the AOL Network, including any sub-accounts using the AOL Network under an authorized master account.

AOL Network. (i) The AOL Service and (ii) any other product or service owned, operated, distributed or autho rized to be distributed by or through AOL or its Affiliates worldwide through which such party elects to offer the ICP Internet Site (which may include, without limitation, AOL-related Internet sites, "offline" information browsing products, international versions of the AOL brand service, or Compuserve).

Confidential Information. Any information relating to, available to or disclosed in the course of the Agreement, which is labeled "Confidential", or should be reasonably understood to be, confidential or proprietary to the disclos-


***** Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

11

ing Party, including, but not limited to, the material terms of this Agreement, information about AOL Members or ICP Members or subscribers, technical processes and formulas, source codes, product designs, sales, cost and other unpublished financial information, product and business plans, projections and marketing data. "Confi dential Information" shall not include information (a) already lawfully known to or independently developed by the receiving Party free of any restriction, (b) disclosed in published materials through no wrongful act or breach of this Agreement, (c) generally known to the public, (d) lawfully obtained from any third party without restriction or (e) required to be disclosed by law.

Content. Text, images, video, audio (including, without limitation, music used in time relation with text, images, or video), and other data, products, services, advertisements, promotions, links, pointers, technology and software.

ICP Interactive Site. Any interactive site or area which is managed, maintained or owned by ICP or its agents or to which ICP provides and/or licenses information, content or other materials, including, by way of example and without Stations (i) an ICP site on the World Wide Web portion of the Internet or (ii) a channel or area delivered through a "push" product such as the Pointcast Network or interactive environment such as Microsoft's proposed "Active Desktop."

ICP Internet Site. The Internet site and Content, cur rently located at URL:http://www.TheStreet.com, which is managed, maintained or owned by ICP or its agents or to which ICP licenses information, content or other materials.

Impression. User exposure to the page containing the applicable Promotion, as such exposure may be reasonably determined and measured by the reporting Party in accordance with its standard methodologies and protocols which are reasonably measurable.

Launch Date. The later of (i) the Effective Date, or (ii) one week after the ICP Internet Site has been approved by the web operations division of AOL, which approval shall not be unreasonably withheld.

Licensed Content. All Content provided by ICP or its agents through the AOL Network in accordance with the terms of this Agreement.

Term. The period beginning on the Effective Date and ending upon the expiration or earlier termination of the Agreement.

12

EXHIBIT C -- STANDARD LEGAL TERMS AND CONDITIONS

I. AOL NETWORK

Content. ICP represents and warrants that all Licensed Content (i) does and will conform to AOL's applicable Terms of Service, the terms of this Agreement and any other standard, written AOL policy ***** (ii) ***** does not and will not infringe on or violate any copyright, trademark, U.S. patent or any other third party right, including without limitation, any music performance or other music related rights, and (iii) does not and will not contain any Content which violates any applicable law or regulation (collectively, the "Rules"). In the event that AOL notifies ICP in writing that any such Content, as reasonably determined by AOL, does not comply or adhere to the Rules, then ICP shall use all reasonable commercial and technically feasible efforts to block access by AOL Members to such Content. In the event that ICP cannot do so, then ICP shall provide AOL prompt written notice of such fact. AOL may then at its option, either (i) restrict access from the AOL Network to the Content in question using technology available to AOL or (ii) in the event access cannot be restricted request ICP to remove any such Content until such time as the Content in question is no longer displayed. ICP will cooperate with AOL's reason able requests to the extent AOL elects to implement any such access restrictions.

Compliance with AOL Policies. Any demands by ***** upon ***** for compliance with the Rules, as stated above, shall be subject to one of the following: (i) ***** is not in compliance with the Rules, together with delivery of a ***** of such then-standard applicable ***** Policy or Rule to *****, or (ii) the mutual agreement of the Parties. Any written communication from ***** to ***** which states an ***** Policy or Rule, whether via e-mail, fax, or hard-copy delivery, shall be considered a ***** for the purposes of the Agreement.

Changes to AOL Service. AOL reserves the right to redesign or modify the organization, structure, "look and feel," navigation and other elements of the AOL Service. If AOL implements changes and modifications to the screens associated with the Licensed Content (including, without limitation, as currently specified in Exhibit A) in a manner that substantially modifies the nature of the placements for ICP described in Section 1.1 in an adverse fashion, AOL will work with ICP in good faith to provide ICP with a comparable package of placements which are reasonably satisfactory to ICP and which comes closest to the original intention of the parties, consistent with the provisions of this Agreement.

Compliance with Laws/Contests. ***** shall take all steps necessary to ensure that its activities and performance under this Agreement including any contest, sweepstakes or similar promotion conducted or promoted through the ICP Internet Site (a "Contest") complies with all applicable federal, state and local laws and regulations. ICP shall provide AOL with (i) at least thirty (30) days' prior written notice of any Contest and (ii) upon AOL's request an opinion from ICP's counsel confirming that the Contest complies with all applicable federal, state and local laws and regulations.

AOL Look and Feel. ICP acknowledges and agrees that AOL shall own all right, title and interest in and to the AOL Look and Feel. In addition, AOL shall retain editorial control over the portions of the AOL pages and forms which frame the ICP Internet Site (the "AOL Frames"). AOL may, at its discretion, incorporate navigational icons, links and pointers or other Content into such AOL Frames; provided, however, that AOL may not alter, modify, substantively change or otherwise restructure or revise the Licensed Content, and AOL shall indemnify and hold ICP harmless from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) associated with any claim or action brought by a third party as a result of AOL in this regard. Notwith standing the foregoing, AOL shall be entitled to extract portions of the Original Content and Live Event Program ming, with attribution to ICP, provided that such extraction does not substantively alter the meaning of same.

Operations. AOL shall be entitled to request ***** changes, with associate documentation, to the ICP Internet Site to the extent such site will in AOL's good faith judgment adversely affect operations of the AOL Network and ICP shall ***** effect such changes.


***** Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

13

Classifieds. ICP shall not implement or promote any classifieds listing features through the Welcome Mat(s) without AOL's prior written approval. Such approval may be conditioned upon, among other things, ICP's conformance with any then-applicable servicewide technical or other standards related to online classifieds.

Duty to Inform. Both parties shall promptly inform the other of any claim, demand or liability of or against one party and/or its Affiliates by any third party, which may have an adverse effect on the other party.

Response to Questions/Comments; Customer Service. ICP shall respond promptly and professionally to questions, comments, complaints and other reasonable requests regarding the ICP Internet Site by AOL Members or on request by AOL, and shall cooperate and assist AOL in promptly answering the same.

Statements through AOL Network. ICP shall not make, publish, or otherwise communicate through the AOL Network any deleterious remarks concerning AOL or its Affiliates, directors, officers, employees, or agents (including, without limitation, AOL's business projects, business capabilities, performance of duties and services, or finan cial position) which remarks are based on the relationship established by this Agreement or information exchanged hereunder. This section is not intended to limit good faith editorial statements made by ICP based upon publicly available information, or information developed by ICP independent of its relationship with AOL, its employees and agents.

Production Work. In the event that ICP requests any AOL production assistance, ICP shall work with AOL to develop detailed production plans for the requested production assistance (the "Production Plan"). Following receipt of the final Production Plan, AOL shall notify ICP of (i) AOL's availability to perform the requested production work, (ii) the proposed fee or fee structure for the requested production and maintenance work and (iii) the estimated development schedule for such work. To the extent the Parties reach agreement regarding implementation of agreed-upon Production Plan, such agreement shall be reflected in a separate work order signed by both Parties. To the extent ICP elects to retain a third party provider to perform any such production work, work produced by such third party provider must generally conform to AOL's production standards & practices (a copy of which will be supplied by AOL to ICP upon request, or made available through an AOL keyword). The specific production resources which AOL allocates to any production work to be performed on behalf of ICP shall be as determined by AOL in its sole discretion, acting reason ably and in good faith.

Training and Support. AOL shall make available to ICP standard AOL training and support programs necessary to produce any AOL areas hereunder. ICP can select its training and support program from the options then offered by AOL. ICP shall be responsible to pay the fees associ ated with its chosen training and support package. In addition, ICP will pay travel and lodging costs associated with its participation in any AOL training programs (including AOL's travel and lodging costs when training is conducted at ICP's offices).

Launch Date. In the event that any terms contained herein relate to or depend on the launch date of the online area or other property contemplated by this Agreement which launch date is later than the Effective Date, then it is the intention of the Parties to record such launch date in a written instrument signed by both Parties promptly following such launch date; provided that, in the absence of such a written instrument, the launch date shall be as reasonably determined by AOL based on the information available to AOL.

Keywords. Any "keywords" on the AOL Service to be granted to ICP by AOL hereunder shall be (i) subject to availability and (ii) limited to ICP's company name, service marks, trademarks, trade names and/or brand names. AOL reserves the right to revoke at any time ICP's use of any "keywords" which are not registered trademarks of ICP.

II. TRADEMARKS

Trademark License. In designing and implementing any marketing, advertising, press releases or other promotional materials related to this Agreement and/or referencing the other Party and/or its trade names, trademarks and service marks (the "Promotional Materials") and subject to the other provisions contained herein, ICP shall be entitled to use the following trade names, trademarks and service marks of AOL: the "America Online(R)" brand service, "AOL(TM)" service/software and AOL's triangle logo; and AOL and its Affiliates shall be entitled to use the trade names, trademarks and service marks of ICP (collectively, together with the AOL marks listed above, the "Marks") solely in connection with the permitted Promotion and Licensed Content hereunder; provided that each Party: (i) does not create a unitary composite mark involving a Mark

14

of the other Party without the prior written approval of such other Party and
(ii) displays symbols and notices clearly and sufficiently indicating the trademark status and ownership of the other Party's Marks in accordance with applicable trademark law and practice.

Rights. Each Party acknowledges that its utilization of the other Party's Marks will not create in it nor will it represent it has, any right, title or interest in or to such Marks other than the licenses expressly granted herein. Each Party agrees not to do anything contesting or impairing the trademark rights of the other Party.

Quality Standards. Each Party agrees that the nature and quality of its products and services supplied in connection with the other Party's Marks shall conform to quality standards communicated in writing by the other Party for use of its trademarks. Each Party agrees to supply the other Party, upon request, with a reasonable number of samples of any Materials publicly disseminated by such Party which utilize the other Party's Marks. Each Party shall comply with all applicable laws, regulations and customs and obtain any required government approvals pertaining to use of the other Party's Marks.

Promotional Materials/Press Releases. Each Party will submit to the other Party, for its prior written approval, which shall not be unreasonably withheld or delayed, any Promotional Materials; provided, however, that after initial public announcement of the business relationship between the Parties in accordance with the approval and other requirements contained herein, either Party's subsequent factual reference to the existence of a business relationship between AOL and ICP, including, without limitation, the availability of the Licensed Content through the AOL Network, or use of screen shots relating to the distribution under this Agreement (so long as the AOL Network is clearly identified as the source of such screen shots) for promotional purposes shall not require the approval of the other Party. Once approved, the Promotional Materials may be used by a Party and its affiliates for the purpose of promoting the distribution of the Licensed Content through the AOL Network and reused for such purpose until such approval is withdrawn with reasonable prior notice. In the event such approval is withdrawn, existing inventories of Promotional Materials may be depleted, but not to exceed 30 days.

Live Event Transcripts. ICP may make available on ICP's Internet Site any transcripts from an ICP/AOL Live Event ("Live Event Transcripts"), without the prior approval of AOL, so long as the Live Event Transcripts are clearly and conspicuously identified as having originated on the AOL Service, together with appropriate attribution and/or references to ICP.

Infringement Proceedings. Each Party agrees to promptly notify the other Party of any unauthorized use of the other Party's Marks of which it has actual knowledge. Each Party shall have the sole right and discretion to bring proceedings alleging infringement of its Marks or unfair competition related thereto; provided, however, that each Party agrees to provide the other Party, at such other Party's expense, with its reasonable cooperation and assistance with respect to any such infringement proceedings.

III. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Party that: (i) such Party has the full corporate right, power and authority to enter into this Agreement, to grant the licenses granted hereunder and to perform the acts required of it hereunder; (ii) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is a party or by which it is otherwise bound; (iii) when executed and delivered by such Party, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; (iv) to the best of its knowledge such Party's Promotional Materials will neither infringe on any copyright, U.S. patent or any other third party right nor violate any applicable law or regulation and (v) such Party acknowledges that the other Party makes no representations, warranties or agreements related to the subject matter hereof which are not expressly provided for in this Agreement.

IV. CONFIDENTIALITY

Each Party acknowledges that Confidential Information may be disclosed to the other Party during the course of this Agreement. Each Party agrees that it will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, during the term of this Agreement, and for a period of three years following expiration or termination of this Agreement to prevent the duplication or disclosure of Confidential Information of the other Party, other than by or to its employees or agents who must have access to such Confidential Information to perform such Party's obligations hereunder, who will each agree to comply with this section. Notwithstanding the foregoing, either Party may

15

issue a press release or other disclosure containing Confidential Information without the consent of the other Party, to the extent such disclosure is required by law, rule, regulation or government or court order. In such event, the disclosing Party will provide at least five (5) business days prior written notice of such proposed disclosure to the other Party. Further, in the event such disclosure is required of either Party under the laws, rules or regulations of the Securities and Exchange Commission or any other applicable governing body, such Party will (i) redact mutually agreed-upon portions of this Agreement to the fulled extent permitted under applicable laws, rules and regulations and
(ii) submit a request to such governing body that such portions and other provisions of this Agreement receive confidential treatment under the laws, rules and regulations of the Securities and Exchange Commission or otherwise be held in the strictest confidence to the fullest extent permitted under the laws, rules or regulations of any other applicable governing body.

V. RELATIONSHIP WITH CUSTOMERS

Solicitation of Subscribers. During the Term and for the ***** period following the expiration or termination of this Agreement, ***** will use the information available or obtained as a result of this Agreement to (i) solicit or participate in the solicitation of AOL Members ***** when that solicitation is for the benefit of any entity (including a party hereunder) which could reasonably be construed to be or become in competition with ***** or (ii) promote any services which could reasonably be construed to be in competition with services of or available through *****, including, but not limited to, services available through the Internet. ***** may send any unsolicited e-mail communications to the ***** AOL Members *****, on or through the AOL Network without a "Prior Business Relationship." For purposes of this Agreement, a "Prior Business Relationship" shall mean that the AOL Member *****, as the case may be, has either (i) purchased Products or services or Content from ***** or
(ii) voluntarily provided information to ***** through a contest, registration, or other communication, which included clear and conspicuous notice to the AOL Member that the information provided by the AOL Member could result in an e-mail being sent to that AOL Member by ICP or its agents. In any commercial e-mail communications to AOL Members *****, as applicable, which are otherwise permitted hereunder, the sending party shall provide the recipient with a prominent and easy means to "opt-out" of receiving any future commercial e-mail communications from said party.

Collection of Member Information. ***** is prohibited from collecting ICP Subscriber or AOL Member screennames, as applicable, from public or private areas of the AOL Network, the ICP Internet Site, ICP Interactive Site or otherwise, except as specifically provided below. ***** shall ensure that any survey, questionnaire or other means of collecting information including, without limitation, requests directed to specific screennames and automated methods of collecting screennames (an "Infor mation Request") complies with (i) all applicable laws and regulations, (ii) AOL's applicable Terms of Service, and
(iii) any privacy policies which have been issued by ***** in writing during the Term and which have been provided to the other party in writing (the "Privacy Policies"). Each Information Request shall clearly and conspicuously specify to the AOL Members *****, as applicable, the purpose for which Member Information collected through the Information Request shall be used (the "Specified Purpose").

Use of Member Information. ***** shall restrict use of the Member Information collected through an Information Request to the Specified Purpose. In no event shall ***** (i) provide names, screennames, addresses or other identifying information ("Member Information") to any third party (except to the extent specifically (a) permitted under the Privacy Policies or applicable Membership or Subscription Agreements or (b) authorized by the AOL Members ***** in question) or (ii) otherwise use any Member Information in contravention of the above section regarding "Solicitation of Members."

E-mail Newsletters. Any e-mail newsletters sent to AOL Members by ICP or its agents shall (i) be subject to AOL's policies on use of the e-mail functionality, including but not limited to AOL's policy on unsolicited bulk e-mail, (ii) be sent only to AOL Members requesting to receive such newsletters,
i.e. as a result of subscribing to ICP's Internet Site, (iii) not contain Content which violates AOL's Terms of Service, and (iv) not contain any advertisements,


***** Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

16

marketing or promotion for any other Interactive Services Provider.

VI. TREATMENT OF CLAIMS

Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM BREACH OF OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE AOL NETWORK OR ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, OR ANTICIPATED PROFITS OR LOST BUSINESS (COLLECTIVELY, "DISCLAIMED DAMAGES"); PROVIDED THAT EACH PARTY SHALL REMAIN LIABLE TO THE OTHER PARTY TO THE EXTENT ANY DISCLAIMED DAMAGES ARE CLAIMED BY A THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION BELOW. EXCEPT AS PROVIDED BELOW IN THE "INDEMNITY" SECTION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR MORE THAN THE AGGREGATE AMOUNTS PAYABLE HEREUNDER IN THE YEAR IN WHICH LIABILITY ACCRUED; PROVIDED THAT EACH PARTY SHALL REMAIN LIABLE FOR THE AGGREGATE AMOUNT OF ANY PAYMENT OBLIGATIONS OWED TO THE OTHER PARTY UNDER THE PROVISIONS OF THIS AGREEMENT.

No Additional Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER, AND SPECIFICALLY REGARDING THE AOL NETWORK, OR ANY AOL PUBLISHING TOOLS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH PARTY SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE PROFITABILITY OR OTHER FINANCIAL IMPLICATIONS OF AOL NETWORK OR THE ICP INTERNET SITE.

Indemnity. Each Party will defend, indemnify, save and hold harmless the other Party and the officers, directors, agents, affiliates, distributors, franchisees and employees of the other Party from any and all third party claims, demands, liabilities, costs or expenses, including reasonable attorneys' fees ("Liabilities"), resulting from the indemnifying Party's material breach of any duty, represen tation, or warranty of this Agreement.

If a Party entitled to indemnification hereunder (the "Indemnified Party") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "Action"), the Indemnified Party shall give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice shall (i) provide the basis on which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party shall have a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party shall be obligated to defend the Action, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party shall have the right to participate fully, at its own expense, in the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action, the Indemnified Party shall be free, without prejudice to any of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party shall cooperate, at its own expense, with the Indemnified Party and its counsel in the defense against such Action and the Indemnifying Party shall have the right to participate fully, at its own expense, in the defense of such Action. Any compromise or settlement of an Action shall require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

Claims. Each Party agrees to (i) promptly notify the other Party in writing of any indemnifiable claim and give the other Party the opportunity to defend or negotiate a settlement of any such claim at such other Party's expense and (ii) cooperate fully with the other Party, at that other Party's expense, in defending or settling such claim.

17

Acknowledgment. AOL AND ICP EACH ACKNOWL EDGE THAT THE PROVISIONS OF THIS AGREE MENT WERE NEGOTIATED TO REFLECT AN IN FORMED, VOLUNTARY ALLOCATION BETWEEN THEM OF ALL RISKS (BOTH KNOWN AND UNKNOWN) ASSOCIATED WITH THE TRANSACTIONS CONTEMPLATED HEREUNDER. THE LIMITATIONS AND DISCLAIMERS RELATED TO WARRANTIES AND LIABILITY CONTAINED IN THIS AGREEMENT ARE INTENDED TO LIMIT THE CIRCUMSTANCES AND EXTENT OF LIABILITY. THE PROVISIONS OF THIS SECTION VI SHALL BE ENFORCEABLE INDEPENDENT OF AND SEVERABLE FROM ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.

VII. ARBITRATION

(a) The Parties shall act in good faith and use commercially reasonable efforts to promptly resolve any claim, dispute, claim, controversy or disagreement (each a "Dispute") between the Parties or any of their respective subsidiaries, affiliates, successors and assigns under this Agreement or any document executed pursuant to this Agreement. If the Parties cannot resolve the Dispute within such timeframe, the Dispute shall be submitted to the Management Committee for resolution. For ten (10) days after the Dispute was submitted to the Management Committee, the Management Committee shall have the exclusive right to resolve such Dispute; provided further that the Management Committee shall have the final and exclusive right to resolve Disputes arising from any provision of the Agreement which expressly or implicitly provides for the Parties to reach mutual agreement as to certain terms. "Management Committee" shall mean a committee made up of a senior executive from each of the Parties for the purpose of resolving Disputes under this Section and generally overseeing the relationship between the Parties contemplated by this Agreement. Neither Party shall seek, nor shall be entitled to seek, binding outside resolution of the Dispute unless and until the Parties have been unable to amicably resolve the dispute as set forth in this paragraph (a) and then, only in compliance with the procedures set forth in this Section.

(b) Except for Disputes relating to issues of (i) proprietary rights, including but not limited to intellectual property and confidentiality, and (ii) any provision of the Agreement which expressly or implicitly provides for the Parties to reach mutual agreement as to certain terms (which shall be resolved by the Parties solely and exclusively through amicable resolution as set forth in paragraph (a)), any Dispute not resolved by amicable resolution as set forth in paragraph (a) shall be governed exclusively and finally by arbitration. Such arbitration shall be conducted by the American Arbitration Association ("AAA") in Washington, D.C. and shall be initiated and conducted in accor dance with the Commercial Arbitration Rules ("Commercial Rules") of the AAA, including the AAA Supplementary Procedures for Large Complex Commercial Disputes ("Complex Procedures"), as such rules shall be in effect on the date of delivery of a demand for arbitration ("Demand"), except to the extent that such rules are inconsistent with the provisions set forth herein. Notwithstanding the foregoing, the Parties may agree in good faith that the Complex Procedures shall not apply in order to promote the efficient arbitration of Disputes where the nature of the Dispute, including without limitation the amount in controversy, does not justify the application of such procedures.

(c) The arbitration panel shall consist of three arbitrators. Each Party shall name an arbitrator within ten (10) days after the delivery of the Demand. The two arbitrators named by the Parties may have prior relationships with the naming Party, which in a judicial setting would be considered a conflict of interest. The third arbitrator, selected by the first two, should be a neutral participant with no prior working relationship with either Party. If the two arbitra tors are unable to select a third arbitrator within ten (10) days, a third neutral arbitrator will be appointed by the AAA from the panel of commercial arbitrators of any of the AAA Large and Complex Resolution Programs. If a vacancy in the arbitration panel occurs after the hearings have commenced, the remaining arbitrator or arbitrators may not continue with the hearing and determination of the controversy, unless the Parties agree otherwise.

(d) The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, and not state law, shall govern the arbitrability of all Disputes. The arbitrators shall allow such discovery as is appropriate to the purposes of arbitration in accomplishing a fair, speedy and cost-effective resolution of the Disputes. The arbitrators shall reference the Federal Rules of Civil Procedure then in effect in setting the scope and timing of discovery. The Federal Rules of Evidence shall apply in toto. The arbitrators may enter a default decision against any Party who fails to participate in the arbitration proceedings.

(e) The arbitrators shall have the authority to award compensatory damages only. Any award by the arbitrators shall be accompanied by a written opinion setting forth the findings of fact and conclusions of law relied upon in

18

reaching the decision. The award rendered by the arbitrators shall be final, binding and non-appealable, and judgment upon such award may be entered by any court of competent jurisdiction. The Parties agree that the existence, conduct and content of any arbitration shall be kept confidential and no Party shall disclose to any person any information about such arbitration, except as may be required by law or by any governmental authority or for financial reporting purposes in each Party's financial statements.

(f) Each Party shall pay the fees of its own attorneys, expenses of witnesses and all other expenses and costs in connection with the presentation of such Party's case (collectively, "Attorneys' Fees"). The remaining costs of the arbitration, including without limitation, fees of the arbitrators, costs of records or transcripts and administrative fees (collectively, "Arbitration Costs") shall be borne equally by the parties. Notwithstanding the foregoing, the arbitrators may modify the allocation of Arbitration Costs and award Attorneys' Fees in those cases where fairness dictates a different allocation of Arbitration Costs between the Parties and an award of Attorneys' Fees to the prevailing Party as determined by the arbitrators.

(g) Any Dispute that is not subject to final resolution by the Management Committee or to Arbitration under this Section or law (collectively, "Non-Arbitration Claims") shall be brought in a court of competent jurisdiction in the Commonwealth of Virginia. Each Party irrevocably consents to the exclusive jurisdiction of the courts of the Commonwealth of Virginia and the federal courts situated in the Commonwealth of Virginia, over any and all Non- Arbitration Claims and any and all actions to enforce such claims or to recover damages or other relief in connection with such claims.

VIII. MISCELLANEOUS

Auditing Rights. Each Party shall maintain complete, clear and accurate records of all expenses, revenues, fees, transactions and related documentation (including agree ments) in connection with the performance of this Agreement
("Records"). All such Records shall be maintained for a minimum of five (5)
years following termination of this Agreement. For the sole purpose of ensuring compli ance with this Agreement, each Party shall have the right, at its expense, to direct an independent certified public accounting firm subject to strict confidentiality restrictions to conduct a reasonable and necessary copying and inspection of portions of the Records of the other Party which are directly related to amounts payable to the Party requesting the audit pursuant to this Agreement. Any such audit may be conducted after twenty (20) business days' prior written notice, subject to the following. Such audits shall not be made more frequently than once every twelve months. No such audit of AOL shall occur during the period beginning *****. In lieu of providing access to its Records as described above, a Party shall be entitled to provide the other Party with a report from an independent certified public accounting firm confirming the information to be derived from such Records.

Excuse. Neither Party shall be liable for, or be considered in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions which are beyond such Party's reasonable control and without such Party's fault or negligence and which such Party is unable to overcome by the exercise of reasonable diligence.

Independent Contractors. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

Notice. Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered by electronic mail on the AOL Network (to screenname "AOLNotice" in the case of AOL) or by confirmed facsimile; (ii) on the delivery date if delivered personally to the Party to whom the same is directed; (iii) one business day after deposit with a commercial overnight carrier, with written verification of receipt; or (iv) five


***** Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

19

business days after the mailing date, whether or not actually received, if sent by U.S. mail, return receipt requested, postage and charges prepaid, or any other means of rapid mail delivery for which a receipt is available. In the case of AOL, such notice will be provided to both the Senior Vice President for Business Affairs (fax no. *****) and the Deputy General Counsel (fax no. *****), each at the address of AOL set forth in the first paragraph of this Agreement. In the case of ICP, except as otherwise specified herein, the notice address shall be the address for ICP set forth in the first paragraph of this Agreement, with the other relevant notice information, including the recipient for notice and, as applicable, such recipient's fax number or AOL e-mail address, to be as reasonably identified by AOL.

No Waiver. The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect.

Return of Information. Upon the expiration or termination of this Agreement, each Party shall, upon the written request of the other Party, return or destroy (at the option of the Party receiving the request) all confidential information, documents, manuals and other materials specified by the other Party.

Survival. Sections IV, V, VI, and VII of this Exhibit C, and any other provisions which must survive in order to give effect to their meaning, shall survive the completion, expiration, termination or cancellation of this Agreement.

Entire Agreement. This Agreement sets forth the entire agreement and supersedes any and all prior agreements of the Parties with respect to the transactions set forth herein. Neither Party shall be bound by, and each Party specifically objects to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

Amendment. No change, amendment or modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by the Party subject to enforcement of such amendment.

Further Assurances. Each Party shall take such action (including, but not limited to, the execution, acknowledgment and delivery of documents) as may reasonably be requested by any other Party for the implementation or continuing performance of this Agreement.

Assignment. Except to a parent, subsidiary or affiliated company, ICP shall not assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of AOL. Assumption of the Agreement by any successor to ICP (including, without limitation, by way of merger or consolidation) shall be subject to AOL's prior written approval. Subject to the foregoing, this Agreement shall be fully binding upon, inure to the benefit of and be enforceable by the Parties hereto and their respective successors and assigns.

Construction; Severability. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid by a court with jurisdiction over the Parties to this Agreement (i) such provision shall be deemed to be restated to reflect as nearly as possible the original inten tions of the Parties in accordance with applicable law, and (ii) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect.

Remedies. Except where otherwise specified, the rights and remedies granted to a Party under this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies which the Party may possess at law or in equity.

Applicable Law; Jurisdiction. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the Commonwealth of Virginia except for its conflicts of laws principles. Each Party


***** Confidential treatment has been requested for the redacted portions.
The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

20

irrevocably consents to the exclusive jurisdiction of the courts of the Commonwealth of Virginia and the federal courts situated in the Commonwealth of Virginia, in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach or default under this Agreement, or otherwise arising under or by reason of this Agreement.

Export Controls. Both parties shall adhere to all applicable laws, regulations and rules relating to the export of technical data and shall not export or re-export any technical data, any products received from the other Party or the direct product of such technical data to any proscribed country listed in such applicable laws, regulations and rules unless properly authorized.

Headings. The captions and headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.

21

EXHIBIT D
Format For ICP's Presence on the AOL Network

o Any ICP trademark or logo

o Any headline or picture from ICP content

o Any teaser, icon, link to ICP Internet Site or Welcome Mat

o Any other Content which originates from, describes or promotes ICP or ICP's Content

21

EXHIBIT F

CERTIFICATION OF COMPLIANCE WITH COMMITMENTS
REGARDING PROMOTIONS

Pursuant to Section 3 of the Interactive Services Agreement between ___________ ("ICP") and America Online, Inc. ("AOL"), dated as of __________, 1998 (the "Agreement"), the following report is delivered to AOL for the month ending __________ (the "Month"):

I. Promotional Commitments

ICP hereby certifies to AOL that ICP completed the following promotional commitments previously mutually agreed upon during the Month:

     Type of Promotion   Date(s) of   Duration/Circulation of  Relevant Contract
                         Promotion    Promotion                Section
     -----------------   ----------   -----------------------  -----------------
1.

2.

3.

IN WITNESS WHEREOF, this Certificate has been executed this ___ day of __________, 199_.


By:_______________________________________

Print Name:________________________________

Title:______________________________________

Date:______________________________________

23

Exhibit G AOL, Inc.'s Terms of Service Agreement

For quick tips on how to make the most out of AOL, check out the Rules of the Road at keyword "TOS." All defined terms are referenced at the end of this document.

1. TERMS OF SERVICE AGREEMENT AND RULES OF THE ROAD

A. America Online, Inc. ("AOL, Inc." or "we") provides its America Online(R) service ("AOL") to you as a registered subscriber or authorized user ("Member" or "you"), subject to the terms of this agreement and AOL, Inc.'s operating rules or the "Rules of the Road" ("Rules"). Both of these documents are binding agreements and referred to collectively as "TOS" (you may access the TOS by using keyword "TOS"). The TOS comprises the entire agreement between AOL, Inc. and you, superseding any prior agreements between you and AOL, Inc. with respect to its subject matter. Additionally, you may be subject to additional terms and conditions that may apply when you use affiliate services (e.g., the International Areas), third-party content, software, or services.

B. In order to address the dynamic evolution of the Internet and AOL, Inc.'s business, AOL, Inc. periodically revises TOS and reserves the right to revise TOS. If AOL, Inc. revises TOS, the revision shall take effect thirty (30) days after the date of the last TOS change as posted in the Terms of Service area (again, at keyword "TOS") ("Effective Date"). The Front Screen of the Terms of Service area will provide the date of the last TOS change. AOL, Inc. will also supplement such notice of TOS changes within the monthly "Steve Case Community Update Area." You agree to review the TOS periodically to be aware of such changes. If any change is unacceptable to you, you may terminate your membership as provided in Section 10 below. Your continued use of AOL following the Effective Date of any such change to the TOS constitutes acceptance of all such changes.

2. YOUR ACCOUNT INFORMATION

A. You certify that YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD. You agree to provide AOL, Inc. with accurate, complete, and current registration information. Failure to do this shall constitute a breach of this agreement and unauthorized access to AOL. Unauthorized access to AOL could result in immediate termination of your account and subject you to civil and criminal liability. AOL Inc. reserves the right to limit the number of memberships for a Member to one, including trial offers.

B. By registering as a Member, you will receive a password, a "master account," choice of an associated screen name, and the ability to have up to four other "sub-accounts" and associated screen names. You may not select or use a screen name used by another person (unless it is also your name), a name in violation of a third party's property rights, or a screen name that AOL, Inc. deems offensive or otherwise inappropriate. AOL, Inc. owns all screen names, and licenses them to you for a period that

24

will not exceed the duration of your AOL membership. Additionally, you may not use your name in violation of the TOS or in ways AOL deems inappropriate (e.g., sending or causing to be sent unsolicited bulk e-mail ("UBE")). AOL, Inc. reserves the right, in its sole discretion, to suspend the use of any screen name, or to delete any such screen name or to request deletion.

C. You are entirely liable for all activities conducted through your master account and any subaccounts. A Member may not permit another individual to use the Member's master account without direct supervision by the Member. A Member may permit another individual, including a minor, to use the Member's sub-accounts subject to the following limitations: The Member hereby agrees (1) to supervise the other individual's use of the Member's accounts, (2) to assume any and all resulting liabilities of such use, including responsibility for any and all content accessed on AOL or the Internet, (3) to indemnify and hold AOL harmless for any such use of AOL by a person other than the Member, and (4) to acknowledge that any decision to allow another individual to use the Member's account is made by the Member and not AOL, Inc. AOL Inc. reserves the right to limit the number of memberships for a Member to one, including trial offers. Members' accounts may be automatically logged off due to inactivity. AOL, Inc. prohibits the use of unauthorized functionality to defeat AOL's automatic log-off functionality. Because AOL, Inc. sends important notices about your membership to the master account holder, you agree to check the master account regularly and bear the risk of failing to do so.

D. Members who have had their AOL membership terminated may not access AOL without AOL, Inc.'s prior express written (including e-mail) permission. Members may not allow a former Member or other agent whose membership has been terminated to use their account. For additional information on re-registration and multiple accounts, see Section 10 below.

3. CHARGES AND BILLING PRACTICES

A. You may obtain current rates and surcharges for using AOL by calling AOL, Inc.'s Customer Service at 1-800-827-6364 or by selecting "Billing" under "Member Services" (or keyword "Billing"). AOL, Inc. explains billing practices under "Explain Billing Terms." Such rates and surcharges do not include any sales, use, value-added, personal property, or other governmental tax or levy imposed on goods or services billed to Member's account. You are responsible for any such taxes.

B. If you have elected to pay for AOL by credit card and AOL, Inc. does not receive payment from the card issuer or its agents, you agree to pay all amounts due upon demand by AOL, Inc. Each time you use AOL you agree and reaffirm that AOL, Inc. is authorized to charge your designated card or withdraw funds via electronic funds transfer from your checking account, whichever situation applies. Your credit card issuer agreement governs your use of your designated card in connection with AOL, and you must refer to that agreement and not this TOS with respect to your rights and liabilities as a card holder. You agree that AOL, Inc. may, at its option, accumulate charges incurred during your billing cycle and submit them as one or more aggregate charges during or at the end of each cycle for electronic funds transfer from your checking account or credit card as applicable. This means that accumulated charges may appear on the statement you receive from your bank or card issuer. Further, you agree that

25

AOL, Inc. may delay obtaining authorization from your card issuer until submission of the accumulated charges. You acknowledge that if you want to see the components of accumulated charges you may do so by using keyword "Billing."

C. If AOL, Inc. does not receive the full amount of your AOL account balance within thirty (30) days of the date of your invoice, an additional 1.5% (or the highest amount allowed by law, whichever is lower) per month late charge may be added to your bill and immediately become due and payable. Member shall be liable for all attorney and collection fees arising from AOL, Inc.'s efforts to collect any unpaid balance of your account(s). You agree to be billed for and to pay any outstanding balance in the event of cancellation or termination of your AOL account. Unless you notify AOL, Inc. of any discrepancies within ninety
(90) days after they first appear on your account statement, the statement will be deemed acceptable by you for all purposes, including resolution of inquiries made by your card issuer. You release AOL, Inc. from all liabilities and claim of loss resulting from any error or discrepancy that is not reported to AOL, Inc. within ninety (90) days of its publication.

D. AOL, INC. RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS FEES AND BILLING METHODS, INCLUDING THE ADDITION OF SUPPLEMENTAL FEES OR SEPARATE CHARGES FOR ONLINE AREAS, CONTENT (AS DEFINED BELOW), OR SERVICES PROVIDED BY AOL, ITS AFFILIATES, OR INTERACTIVE CONTENT PROVIDERS ("ICPs"), EFFECTIVE THIRTY (30) DAYS AFTER AN ONLINE POSTING IN THE BILLING AREA OF AOL (AGAIN, AT KEYWORD "BILLING"). AOL, INC. MAY ALSO ELECT, AT ITS DISCRETION, TO SUPPLEMENT SUCH NOTICE OF BILLING CHARGES THROUGH POP-UPS OR E-MAIL TO YOUR MASTER ACCOUNT SCREEN NAME OR THROUGH THE U.S. MAIL TO THE MASTER ACCOUNT HOLDER. If any such change is unacceptable to you, you may terminate your membership as provided in Section 10 below. Your continued use of AOL following the effective date shall constitute your acceptance of such change. Your membership fees are payable in advance, and AOL, Inc. will not refund any portion of your monthly membership fee upon cancellation or termination of your membership.

E. You are responsible for all charges associated with connecting to AOL. YOU AGREE THAT ANY TELEPHONE CHARGES INCURRED ARE YOUR RESPONSIBILITY, INCLUDING ANY CHARGES ASSOCIATED WITH ACCESSING A SURCHARGED 800 OR 888 NUMBER. DEPENDING ON YOUR PARTICULAR LOCATION, THE NEAREST ACCESS NUMBER MAY NOT BE A LOCAL PHONE CALL AND YOU MAY BE SUBJECT TO LONG DISTANCE CHARGES. You should check with your local phone company to determine whether any specific access number is a local call. If there is no access number in your local area, or if you use AOL's surcharged 800 or 888 numbers, you may be assessed communication surcharges on your AOL bill. These apply even if you are using your trial hours or have selected an unlimited access plan. For more information see keyword "Access." You are responsible for all activities and charges under your master and subaccount(s). You acknowledge that if you want to see the detailed components of accumulated charges, you may do so by using the keyword "Billing."

26

4. RIGHTS AND RESPONSIBILITIES

A. CONTENT.

You acknowledge that:

(i) AOL contains information, communications, software, photos, video, graphics, music, sounds, and other material and services (collectively "Content");

(ii) Such Content is provided under license by ICPs, other Members, AOL, Inc. and its affiliates; and

(iii) At minimum, AOL, Inc. owns a copyright in the selection, coordination, arrangement, and enhancement of such Content.

Each Member and any user of Member's master account or sub-account must evaluate, and bear the risk associated with any reliance on the accuracy, completeness or usefulness of any Content. AOL, Inc. does not pre-screen Content as a matter of policy: however AOL, Inc., its affiliates, and ICPs shall each have the right, but not the responsibility, to remove Content that it deems harmful, offensive or otherwise in violation of the TOS. Accordingly, you acknowledge that neither AOL, Inc., any affiliate, or any ICP shall assume or have any liability for any action or inaction by it, with respect to Content on, or Content changes within, AOL.

B. PROPRIETARY RIGHTS.

You acknowledge the following:

(i) AOL, Inc. permits access to Content that is protected by copyrights, trademarks, and other intellectual and proprietary rights ("Rights");

(ii) These Rights are valid and protected in all media and technologies existing now or later developed; and

(iii) Except as explicitly stated otherwise, the TOS, applicable copyright and other laws govern your use of Content (see the Rules, Section D, for details).

You agree that you may upload to the software files, message boards, or otherwise transmit on or through AOL only Content that (1) is not subject to any Rights, or (2) any holder of Rights has given express authorization for distribution on AOL. You represent that if you upload any files, you have the legal authorization to do so. You agree that AOL, Inc. may employ virus-checking technology to screen for viruses that could be harmful to its system and its members. By submitting Content to any "public area" of AOL (e.g., message boards, forums, the Member Directory), you grant AOL, Inc. and its affiliates the royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display the Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any rights that may exist in such Content. You also warrant that the holder of any Rights, including moral rights in such Content, has completely and effectively waived all such Rights and validly

27

and irrevocably granted to you the right to grant the license stated above. You also permit any Member and authorized user to access, display, view, store and reproduce the Content for personal use. Subject to the foregoing, the owner of Content placed on AOL retains any and all Rights that may exist in such Content.

C. CONDUCT AND COMMUNICATION

You acknowledge that AOL may contain material that may be inappropriate for minors. AOL offers Parental Control tools that enables the master account holder to restrict the access of minors to certain AOL and Internet areas and features, but makes no warranties with respect to such tools. You recognize that AOL, from time-to-time may provide additional member empowerment tools, such as Parental Controls, Mail Controls, and Marketing Preferences, that are intended to enhance your choices and general experience online or on the Internet. See keyword "Reach Out" for details. You also recognize that communication over AOL often occurs in real time or is posted on one of AOL's thousands of message boards or libraries. You acknowledge that AOL, Inc. cannot, and does not intend to, screen all communications in advance for accuracy or conformance to the TOS or any laws. However, AOL, Inc. may elect, at its sole discretion, to monitor some, all, or none of AOL's public areas for adherence to the TOS or applicable laws and take appropriate action as described elsewhere in TOS. Accordingly, you acknowledge that neither AOL, Inc., its affiliates, nor any ICP shall assume or have any liability for any action or inaction by AOL, Inc., its affiliates, or any ICP with respect to Content on AOL. Any conduct by a Member that in AOL, Inc.'s sole discretion restricts or inhibits any other Member, person or entity from using or enjoying AOL or another service shall entitle AOL, Inc. to immediately terminate membership without notice. You agree to use AOL only for lawful purposes.

You may not use, or allow others to use, your AOL account within AOL community space ("AOL Community Space"), either directly or indirectly, to:

(1) post, transmit, promote, or facilitate the distribution of any unlawful or illegal Content;

(2) harass, threaten, embarrass, or cause distress, unwanted attention or discomfort upon another Member or user of AOL or other person or entity;

(3) post, transmit, promote, or facilitate the distribution of any harmful, abusive, harassing, sexually explicit, vulgar, hateful (e.g., racially or ethnically hateful), or other Content which is deemed by AOL, Inc. to be offensive or objectionable;

(4) disrupt the normal flow of dialogue in a chat room or on a message board or otherwise act in a manner that negatively affects other Members, users, individuals or entities, such as causing the screen to "scroll" faster than other Members or users are able to type to it or any action to a similar disruptive effect;

(5) impersonate any person or entity, including, but not limited to, an AOL, Inc. employee, official, an ICP, forum leader, guide or host, or communicate under a false name or a name that you are not entitled or authorized to use, or impersonate a minor;

(6) post, transmit, promote, or facilitate the distribution of chain letters or pyramid schemes;

(7) post, transmit, promote, or facilitate the distribution of any unsolicited advertising, promotional materials, or other forms of solicitation to other Members, individuals or

28

entities, except in those areas that are expressly designated for such a purpose (e.g., the classified areas), or collect or harvest screen names of other Members, without permission;

(8) post, transmit, promote, or facilitate the distribution of any communication or solicitation designed or intended to obtain password, account or private financial information from any Member;

(9) violate any operating rule, policy or guideline of any other interactive service, including, but not limited to, the operating policies of the International Areas; or

(10) intentionally or unintentionally violate any applicable local, state, national, international or foreign law, including, but not limited to, any rules or regulations having the force of law.

Please see the Rules for additional examples of prohibited conduct. AOL, Inc. reserves the right to protect its Members and AOL from offensive e-mail communication, including, but not limited to, the right to block UBE, or "junk e-mail" using the Preferred Mail tool or other measures. AOL, Inc. further reserves the right, in its sole discretion, to temporarily suspend the delivery of mail through the Preferred Mail tool. With the exception of Section 4C(l) above, AOL Inc. does not enforce Section 4C in non-AOL Community Space.

You also agree and accept that as new products or services become available on or through AOL, your use of these products or services is subject to TOS. In addition to Content and services provided by ICPS, AOL, Inc., and its affiliates, these service providers and others may each offer Content, software or other services to Members with its own terms and conditions relating to your use. Failure to abide by these terms and conditions may result in termination of membership. Furthermore, other such networks, including Internet areas, may subject Members to their own usage policies.

5. PRIVACY POLICY

A. INTRODUCTION

(i) General. Because protecting your privacy is very important to AOL, Inc.,we have established a privacy policy that safeguards your personal information, and are committed to protecting its confidentiality. We will limit the collection and use of personal information, or Individual Information (as defined below), to what is necessary to administer our business, provide you with the highest quality service, and offer you opportunities we think will be of interest. We will NOT disclose any Individual Information except in the limited circumstances specifically described below. AOL does disclose Individual Information in an aggregated form that does not identify individual Members in order to describe its services to prospective partners, advertisers and other third parties. We actively participate in industry associations and community groups to support strong and effective privacy guidelines and practices in the interactive environment.

29

(ii) Members Marketing Preferences. AOL provides its Members with choices when it comes to the disclosure of Individual Information (defined below). Our Marketing Preferences area (keyword "Marketing Preferences") provides you with an easy means to remove yourself from AOL's mailing lists, telemarketing lists, pop-up lists and e-mail lists. You can also remove yourself from the lists that we might make available to third parties using the same keyword "Marketing Preferences." You understand that you will receive occasional pop-ups, mailings and e-mails containing important information about AOL or your membership even if you have elected not to receive product information pop-ups, mailings or e-mails.

(iii) Kids Only Area. AOL, Inc. recognizes that children need greater protection of their privacy than teens and adults. AOL, Inc. has special privacy policies that govern the collection, use, and distribution of information about children within the Kids Only Area. See keyword "Families" for more information.

(iv) Types of Individual Information. Individual Information ("Individual Information") is any information data or records that relate to your AOL membership or use of AOL and identifies you or your individual Member account. The three types of Individual Information are: (1) "identity and billing information," such as your name, street address, telephone number, billing information, and any screen names associated with your account; (2) "navigational and transactional information," such as information about where you go or what you buy through AOL; and (3) "private communications," such as the contents of e-mail, or private chat room or instant message communications.

(v) The Internet. Please be aware that AOL is a private online service that allows access to the Internet but is not the Internet. AOL, Inc. does not control the content, services, or areas available through the Internet (with minor exceptions, such as the AOL home page), and providers of Internet sites or services have separate data and privacy practices independent of AOL, Inc. Internet areas may appear to be seamlessly incorporated into AOL, but generally you can tell you are on the Internet whenever AOL's logo spins on the upper right corner of your screen or when you click on icons labeled as Newsgroups, Web, Link, FTP, Gopher, or other items relating to the Internet.

(vi) Interactive Content and Service Providers. Companies that are independent from AOL, Inc. operate many of the online areas that you visit. Although AOL, Inc. will seek to require these independent companies (e.g., ICPs, including advertisers and merchants) to adhere to our strong privacy principles, AOL, Inc. does not bear responsibility for their policies or actions. Be aware that when you voluntarily disclose personal information (such as your screen name) in public areas (e.g., the Member Directory, chat rooms, message boards, Internet newsgroups), others may collect and use your information. (When you visit Internet sites, your AOL screen name or other identity information generally is not identifiable.) Also, ordering products through AOL often requires you to provide an independent company with limited Individual Information to enable fulfillment of your order.

30

B. MEMBER IDENTITY AND BILLING INFORMATION.

(i) Collection and Storage. We maintain the following types of identity and billing information: your name, street address, telephone number(s), length of membership, and payment information. If you wish to view your identity information and billing, please go to keyword "Billing." When feasible, Members may access and verify their Member Identity and Billing Information, and may request corrections to this Information. (See keyword "Billing.") AOL, Inc. generally retains account history records for approximately six months to one year. We may also keep information on your communica tions with our Customer Service or Community Action departments, and general account history, such as accumulated usage credits or written complaints relating to your account. We safeguard Individual Information from unauthorized access and only authorized employees or agents who need to carry out legitimate business functions are permitted access to Members' Individual Information. Employees who violate AOL, Inc.'s privacy policies are subject to disciplinary actions, including termination where appropriate. We may use agents, who are bound by strict confidentiality guidelines, to perform storage, processing, and other limited functions on AOL, Inc.'s behalf.

(ii) Use. We use identity and billing information to administer our business, ensure that you are properly billed and offer you opportunities (through pop-ups, e-mail, phone calls or direct mail) that may be of interest to you. To develop lists for these opportunities, we may also match Member lists against publicly available third-party data (demographic information, areas of interest, etc.).

(iii) Disclosure. We make our mailing list (name and address) available to select independent companies that offer products and information we think may interest you. Additionally, we may make the list with telephone numbers available to companies with which AOL, Inc. has contractual marketing and online relationships for the purpose of permitting such companies to offer products and services over the telephone. AOL, Inc. may also match the Member lists against publicly available third-party data (demographic information, areas of interest, etc.) to develop lists for use by these companies. AOL, Inc. reviews all requests for its lists to ensure appropriateness.

We do not release Members' credit card numbers or checking account numbers. Our policy is not to disclose identity information to third parties that would link a Member's screen name(s) with a Member's actual name, unless required to do so by law or legal process served on AOL, Inc. (e.g., a subpoena). AOL, Inc., at its sole discretion, reserves the right to make exceptions to this policy in extraordinary circumstances (such as a bomb or suicide threat, or instances of suspected illegal activity) on a case-by-case basis.

AOL, Inc. intends to abide by applicable laws governing the disclosure to governmental entities of Individual Information and other records. If we are under a legal obligation to disclose Individual Information to a private citizen or entity, we may make efforts under the circumstances to notify the affected Member(s) in advance of releasing it in order to provide the Member(s) an opportunity to pursue any available legal protection.

31

C. NAVIGATIONAL AND TRANSACTIONAL INFORMATION.

(i) Collection. We may collect and store certain navigational and transactional information, such as data on the choices you make from the range of available services or merchandise, and the times and ways you use AOL and the Internet.

(ii) Use. AOL, Inc. uses navigational and transactional information to personalize AOL, for programming and editorial research and to offer special opportunities to our Members. For example, we use this information to understand our Members' reactions to menu items, Content, services and merchandise offered through AOL and to customize AOL based on our Members' interests. AOL, Inc. may use publicly available third-party data (demographic information, areas of interest, etc.) to assist us in our programming, editorial research and to offer special opportunities to our Members.

(iii) Disclosure. AOL, Inc. will not disclose to third parties navigational or transactional information (e.g., where you go or what you buy on or through AOL), except to comply with applicable law or valid legal process (e.g., search warrant or court order). While AOL, Inc. may use such information as criteria for developing Member lists for companies with which AOL, Inc. has a contractual marketing and online relationship (referenced in Section B(iii) above), AOL, Inc. does not disclose to any third-party, including the list recipient, which profiling information was used to develop the list.

D. PRIVATE COMMUNICATIONS

(i) Collection and Storage. The AOL computer system does not record or retain any chat room communications, instant message communications, oral online communications or records of with whom you communicate in chat rooms or through instant messages or oral online communications. The AOL e-mail system retains the contents of private e-mail communications for a limited period only. To retain copies of any communication you should store them on your personal computer hard drive or in print form. You agree that AOL, Inc. may employ e-mail virus-checking technology to protect its system and its Members from viruses.

(ii) Use. AOL, Inc. treats private communications on or through AOL as strictly confidential. AOL, Inc. does not access, use or disclose the contents of private communications, except in limited circumstances as specifically provided below. You acknowledge that private communications directed at a person or entity, including AOL, Inc., may be used or disclosed by the intended recipient(s) without restrictions relating to privacy or confidentiality.

(iii) Disclosure. AOL, Inc. does not access or disclose the contents of private communications (e.g., e-mail, instant messages, Member-created private rooms, oral online communications), unless it in good faith believes that such action is necessary (1) to comply with applicable law or valid legal process (e.g., search warrant or court order); (2) to protect the rights or property of AOL, Inc. or may be necessarily incident to the rendition of AOL; or (3) in emergencies when AOL, Inc. believes that physical safety is at risk. AOL, Inc. reserves the right to treat as public any private chat room whose directory or

32

room name is published or becomes generally known or available. AOL, Inc. reserves the right to access and review password-protected Member web sites for conformance to TOS.

6. INTERNATIONAL CONTENT AND THE INTERNET

A. AOL INTERNATIONAL AREAS.

You acknowledge that your use of AOL allows access to International Areas (as defined at the end of this agreement) containing Content originating from AOL, Inc. and its affiliates, other Members and users of AOL, ICP, as well as other third parties which may originate from countries other than the United States ("International Content"). Your access to and use of the International Areas and International Content will be governed (in addition to the TOS) by separate terms and operating policies and applicable national laws and customs.

B. INTERNET

AOL offers Members access to the Internet. The Internet is not owned, operated, or managed by AOL, Inc. or any of its affiliates. You agree that your Internet use is solely at your own risk and is subject to all applicable local, state, national, international and foreign laws and regulations. Neither AOL, Inc., its affiliates, ICPs, nor telecommunications providers for AOL, Inc., shall be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused by your use of or reliance on any content, goods or services available through the Internet or your inability to access the Internet or any of its sites. You acknowledge that some Internet sites may impose additional charges for your use or access to their site. Such charges are separate and apart from your AOL membership fee and any other charges incurred for use of AOL. This paragraph's provisions apply with equal force even where AOL features or displays a link with any particular Web site. Accordingly, AOL, Inc. and its affiliates specifically disclaim any responsibility or liability for any conduct, content, goods and services available on or through the Internet (including, without limitation, any part of the Web). AOL, Inc. retains the right, but not the obligation, at its sole discretion and without prior notice or liability, to restrict and/or terminate a Member's access to the Internet via AOL or to AOL if your use of the Internet, in AOL, Inc.'s sole discretion, violates any applicable law or regulation, any prohibitions on your conduct in connection with the Internet, or otherwise inhibits any other user from enjoying the Internet or AOL. The foregoing does not limit the other rights available to AOL, Inc. under the Rules (see Sections 2C and 2E of the Rules for details).

AOL, Inc. retains the right, but not the obligation, in its sole discretion and without prior notice or liability, to block or otherwise limit the transmission through AOL Inc.'s proprietary computers and computer networks from the Internet of any UBE, or other Internet content. AOL, Inc. reserves the right, in its sole discretion, to determine whether e-mail transmissions to its Members from the Internet constitute UBE. You acknowledge and agree that your receipt of UBE from the Internet may be limited by the technical measures taken, or policies adopted, by AOL, Inc. to maintain the functionality and integrity of its proprietary computers and computer networks, or to preclude the unwanted receipt of UBE from the Internet by Members.

33

7. AOL SOFTWARE LICENSES

AOL, Inc. grants to you a non-exclusive, limited license to use AOL software to connect to AOL from authorized locations in accordance with this agreement. This license is subject to the restriction that, except where expressly permitted by law, you may not translate, reverse-engineer or reverse compile or decompile, disassemble or make derivative works from, AOL software. You may not modify AOL software or use it in any way not expressly authorized in these Rules. From time to time, it will be necessary for AOL to update the client software to provide additional services and products. You hereby consent to these automatic upgrades. You agree and accept that AOL's introduction of various technologies may not be consistent across all platforms (e.g., Macintosh).

8. WARRANTY

MEMBER EXPRESSLY AGREES THAT THE USE OF AOL, AOL SOFTWARE, AND THE INTERNET ARE AT MEMBER'S SOLE RISK. AOL, AOL SOFTWARE, AOL PRODUCTS, VIRUS- CHECKING SOFTWARE, AND THE INTERNET ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR PERSONAL USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. AOL, INC. PROVIDES THE AOL SERVICE ON A COMMERCIALLY REASONABLE BASIS AND DOES NOT GUARANTEE THAT MEMBERS WILL BE ABLE TO ACCESS THE SERVICE AT A TIME OR LOCATION OF THEIR CHOOSING, OR THAT IT WILL HAVE ADEQUATE CAPACITY FOR THE SERVICE AS A WHOLE OR FOR PARTICULAR PRODUCTS. AOL, INC.'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO USE OF AOL, AOL SOFTWARE, AND THE INTERNET SHALL BE THE REPLACEMENT OF ANY AOL SOFTWARE FOUND TO BE DEFECTIVE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, AOL, INC.'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. AOL, INC. DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCT OR SERVICE OFFERED BY OR THROUGH AOL, EXCEPT AS EXPRESSLY PROVIDED ELSEWHERE, AND WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

9. INDEMNIFICATION

Upon AOL, Inc.'s request, Member agrees to defend, indemnify and hold harmless AOL, Inc., its affiliated companies, its employees, contractors, officers, directors, telecommunications providers, ICPs from all liabilities, claims, and expenses, including attorneys' fees, that arise from breach of the TOS by use of, or in connection with, the transmission of any Content on AOL or the Internet by or through Member's master or sub-accounts. AOL, Inc. reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Member hereunder. In such event, Member shall have no further obligation to provide indemnification for such matter.

34

10. TERMINATION

A. Either you or AOL, Inc. may terminate your membership at any time. This is your sole right and remedy with respect to any dissatisfaction with AOL, including, but not limited to, (1) any TOS term, policy or practice of AOL, Inc. in operating AOL, (2) Content available through AOL or change therein, or (3) any amount or type of fees, surcharges, billing methods, or change therein. You can terminate your membership by delivering notice to AOL, Inc.'s Customer Service Department at 1-800-827-6364, or by sending your cancellation request via US Mail to: AOL, PO Box 1559, Ogden UT 84401. Your termination will take effect within a reasonable time after AOL, Inc.'s receipt of your notice as described above.

B. In the event that your account is terminated or canceled, no refund, including any monthly membership fees, will be granted; no online time or other credits (e.g., points in an online game) will be credited to you or be converted to cash or other form of reimbursement. Members whose accounts AOL, Inc. has terminated may not access AOL without AOL Inc.'s prior express written permission. Active AOL Members may not allow former Members or other agents whose memberships have been terminated to use their accounts. Any delinquent or unpaid accounts or accounts with unresolved issues with the Community Action department or other AOL departments must be concluded before you may re-register with AOL, Inc. AOL reserves the right to limit the number of memberships for a Member to one, including trial offers.

11. LAW

A. To the extent any conflict between this agreement and the Rules exists, this agreement shall take precedence. If any part of the TOS is held invalid or unenforceable, that portion shall be construed consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions remain in full force and effect. The laws of the Commonwealth of Virginia, excluding its conflicts-of-law rules, govern the TOS and your membership. As noted above, Member conduct may be subject to other local, state, and national laws. Member expressly agrees that exclusive jurisdiction for any claim or dispute resides in the courts of the Commonwealth of Virginia. Member further agrees and expressly consents to the exercise of personal jurisdiction in the Commonwealth of Virginia in connection with any dispute or claim involving AOL, Inc.

B. You agree to abide by U.S. and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any Content or software subject to restrictions under such laws to a national destination prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to AOL any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. This assurance and commitment shall survive termination of this agreement. Control laws currently prohibit the export of the 128-bit version of any browser, including Internet Explorer, available through AOL. Control laws also prohibit nationals of Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria from gaining access to certain Content on AOL.

35

12. LEGAL NOTICES

Under California Civil Code Section 1789.3, California Members are entitled to the following specific consumer rights information:

1. Pricing Information. Current rates for using AOL may be obtained by calling 1-800-827-6364. AOL, Inc. reserves the right to change fees, surcharges, monthly membership fees or to institute new fees at any time upon thirty (30) days' prior notice, as provided for in the Terms of Service at
Section 3.

2. Complaints. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA 95814, or by telephone at 1-916-445-1254.

36

DEFINITIONS AND REFERENCES

"America Online," "AOL, Inc." or "we" = America Online, Inc. "AOL" = The America Online(Registered) service "Member" or "you" = A registered subscriber or authorized user of AOL "Rules" = Rules of the Road
"TOS" = The Terms of Service and the Rules of the Road, collectively "Effective Date" = Thirty (30) days after the date of the last TOS change as posted in the Terms of Service area
"UBE" = Unsolicited bulk e-mail
"ICPs" = Interactive Content Providers
"Content" = Information, communications, software, photos, video, graphics, music, sounds and other material and services, collectively "Rights" = Copyrights, trademarks, and other intellectual and proprietary rights "Public Areas" = Areas on AOL that are freely open to all Members, including, but not limited to, public chat rooms, online forums, message boards, and software libraries.
"AOL Community Space" = AOL programmed areas where new Content is created by AOL, Inc., its affiliates, ICPs, or Members for participation in that area's online community of interest, including, but not limited to, message boards, online forums, chat rooms, software libraries, and web pages that are searchable through AOL's web page search.
"Individual Information" = Any information, data or records that relate to your AOL membership or use of AOL and identifies you or your individual Member account.
"International Areas" = Areas within AOL containing International Content "International Content" = Content originating from AOL Inc. and its affiliates, other Members and users of AOL, ICPs, as well as other third parties which may originate from countries other than the United States.
"PP2" or "Personal Publisher 2" = Product available to AOL Members to create their own web site using AOL publishing tools.

37

Exhibit 10.4

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

CONTENT LICENSE AND MARKETING AGREEMENT

This Content License and Marketing Agreement ("Agreement") is made and entered into as of the 12th day of January, 1999 (the "Effective Date"), by and between The Street.com, Inc., with offices at Two Rector Street, 14th Floor, New York, NY 10006 ("TheStreet.com") and E*TRADE Group, Inc., with offices at Four Embarcadero Place, 2400 Geng Road, Palo Alto, CA 94303 ("E*TRADE").

WHEREAS, TheStreet.com is in the business of preparing and publishing editorial, evaluation and analysis reports related to business and financial news and information and sells subscriptions to its materials which are available through computer, communication and network access and facilities in the commercial marketplace through such media which includes, but is not necessarily limited to, the Internet and WorldWide Web; and

WHEREAS, E*TRADE wishes to offer business and financial news and informational services to its customers through its own WebSite and E*TRADE also wishes to offer certain of its own customers the availability of subscriptions and/or access to TheStreet.com's published materials under favorable terms and conditions;

NOW THEREFORE, IN CONSIDERATION OF the mutual promises and covenants set forth in this Agreement, TheStreet.com and E*TRADE hereby agree as follows:

1. Definitions

1.1 "Account Holder" refers to any E*TRADE individual user who establishes an on-line investment account with E*TRADE.

1

1.2 "Active Trader" refers to any member of the Power E*TRADE program for Account Holders whose trading activity is greater than that of the average Account Holder and is entitled to receive premium services or benefits from E*TRADE, including, but not limited to, those provided under this Agreement.

1.3 "Active User" refers to any Active Trader who accesses the Premium Licensed Content at least once during the monthly billing cycle.

1.4 "Co-branded Web Pages" refer to web pages created by TheStreet.com and E*TRADE pursuant to this Agreement which contain the Licensed Content.

1.5 "Expired Free-Trial User" refers to those TheStreet.com users who (i) have registered for a limited, free-trial membership to TheStreet.com which has subsequently expired; and (ii) have not subscribed to TheStreet.com service following such expiration.

1.6 A "frame" refers to a border superimposed or otherwise perceptible material or information of one party which surrounds, adjoins, is commingled or is otherwise perceivable simultaneously with the availability or perceptibility of a page.

1.7 "Licensed Content" shall have the meaning as defined in Section 2.1 below and include the "Premium Licensed Content" and "Free Licensed Content" as defined Section 1.10 below.

1.8 A "link" means a perceptible or otherwise visible indication, logo, icon, insignia, word and/or image, selected by or available to an individual on one page of a WebSite which directs and forwards that individual's perceived or actual connection onward to another page on the same or any other WebSite. A link has specific uniform resource locator (URL) or Internet WebSite and page address information (whether perceptible or not) which establishes a direct connection to the new page, when the link is selected from another page.

1.9 A "page" on a WebSite refers to each and every individual display or image which is accessible or made available and which can be perceived, downloaded or printed by an individual, either directly or with the aid of a machine or device.

2

1.10 "Premium Licensed Content" means that portion of the Licensed Content that TheStreet.com generally makes available to its customers and clients on a paid subscription-only basis. "Free Licensed Content" means that portion of the Licensed Content that TheStreet.com generally makes available to anyone visiting TheStreet.com's WebSite at no charge.

1.11 "Registered Member" refers to any E*TRADE individual user, other than an Account Holder, who registers with E*TRADE as a member to receive certain financial information and related materials through E*TRADE's WebSite.

1.12 "Submitted Application" shall mean an application to open a standard brokerage account with E*TRADE that is completed in all material respects in accordance with the instructions provided by E*TRADE in the application kit and received by E*TRADE, and where the application has originated as a direct response from the offer to receive a free subscription to TheStreet.com. E*TRADE shall determine which applications are submitted as a direct response to TheStreet.com offer through a designated offer code.

1.13 "WebSite" refers to any computer and communication facilities and resources under the control of or operated for the benefit of a party and made available via the Internet to permitted individuals and/or access devices to or from which information, graphic or other images, sounds, data and/or any other digital or electronic content or materials may be perceived, accessed, transmitted or utilized. For the avoidance of ambiguity, WebSites include one WebSite which may be a mirror image or duplicate, in whole or in part, or even containing modifications from an original WebSite.

2. Licensed Content

2.1 Subject to the provisions of this Agreement, TheStreet.com agrees to make available to E*TRADE, the proprietary financial and business editorial, evaluation and analysis reports specified in the attached Exhibit A, and other, comparable or successor content which, during the term of this Agreement, is made available to TheStreet.com subscribers at the same or comparable subscription levels or categories as that which is currently in effect and applicable to current Licensed Content, and any other materials as may be mutually agreed upon in writing ("Licensed Content"). The parties agree that any new categories of content, subscription levels or distribution methods (e.g., streaming) which TheStreet.com may develop in the future shall be subject to good faith evaluation and negotiations to include same within the framework of this Agreement,

3

if appropriate and mutually acceptable to both parties. Licensed Content shall be made available by TheStreet.com to E*TRADE electronically or digitally in the form of Co branded Web Pages hosted by TheStreet.com pursuant to Exhibit B, attached hereto. At a minimum, such Co-branded Web Pages shall include links to E*TRADE detailed quotes from all tickers referenced in the Licensed Content and the Licensed Content shall not include any third party advertisements or links to third party advertisements except as permitted under Section 2.3. Each party shall commit sufficient technical resources to deploy the-Co-branded Web Pages within one (1) month after the Effective Date. TheStreet.com agrees to maintain the availability of Licensed Content in accordance with the Service Level Agreement attached hereto as Exhibit C.

2.2 Subject to and in consideration of the payment terms and conditions specified in Section 4 herein, TheStreet.com hereby grants to E*TRADE, a nonexclusive (subject to Section 2.4), worldwide license to access, use, reproduce (solely for the purposes and subject to this Agreement), display and transmit the Licensed Content, solely for the purpose of enabling such Licensed Content to be available and accessible to E*TRADE Registered Members and Account Holders through E*TRADE's WebSite. E*TRADE agrees that the license granted herein supersedes any license granted by TheStreet.com to E*TRADE with respect to the Licensed Content or any other content, materials or information licensed to E*TRADE by TheStreet.com prior to the Effective Date and that such prior license(s) shall be considered null and void.

2.3 TheStreet.com acknowledges and agrees that E*TRADE may, and has the right to, directly or indirectly sell, include, insert, or place advertising, marketing, promo tional or other materials relating to or associated with third party products, services or the like, and other E*TRADE products and services, on the Co-branded Web Pages. *****

2.4 Except with respect to the Licensed Content and any other materials in the form provided or licensed by TheStreet.com under this Agreement and subject to
Section 4.2 below, TheStreet.com shall have no liability, responsibility or obligation whatsoever, regardless of the form of action or basis of the claim (whether in contract, tort, including negligence, or otherwise), with respect to E*TRADE's customers, potential customers or any other third parties as a result of the acts, omissions or activities of E*TRADE or any other third party in connection with or as a result of this Agreement.


***** Confidential treatment has been requested for the redacted portions. The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

4

2.5 Nothing in this Agreement shall be construed to prohibit or prevent TheStreet.com from using Licensed Content or any substantially equivalent content in connection with its own subscription services; provided, however, *****.

2.6 TheStreet.com retains all right, title and interest in the Licensed Content and TheStreet.com will be solely and exclusively responsible for the unmodified Licensed Content provided to E*TRADE hereunder. E*TRADE agrees to be solely and exclusively responsible for any and all modifications, restructuring, alterations, combinations, translations and/or any changes to the Licensed Content made by E*TRADE in any manner whatsoever.

2.7 Except for the specific rights and licenses granted to E*TRADE and applicable obligations and restrictions under the provisions of this Agreement, nothing in this Agreement shall or shall be construed to restrict, impair, transfer, license, convey or otherwise alter or deprive TheStreet.com of any of its rights or proprietary interests in any intellectual property, information, systems, software, programs, processes, technology, services, methodologies, products or any other materials or rights, tangible or intangible.

2.8 Except for the specific rights and license granted to TheStreet.com and applicable obligations and restrictions under the provisions of this Agreement, nothing in this Agreement shall or shall be construed to restrict, impair, transfer, license, convey or otherwise alter or deprive E*TRADE of any of its rights or proprietary interests in any intellectual property, information, systems, software, programs, processes, technology, services, methodologies, products or any other materials or rights, tangible or intangible.

3. Co-Marketing Obligations

3.1 The parties shall undertake and perform the obligations for the marketing and promotion of each other's services as described below.

3.1.1 Pursuant to Exhibit B, attached hereto, E* TRADE and TheStreet.com shall create Co-branded Web Pages which mirror TheStreet.com web pages and which are accessible from the E*TRADE WebSite.


***** Confidential treatment has been requested for the redacted portions. The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

5

3.1.2 As of the Effective Date and at mutually agreed upon intervals thereafter, E*TRADE shall, through electronic mail, and may, through its WebSite, notify Registered Members and visitors to the E*TRADE WebSite of the opportunity to obtain a one-year subscription to the Premium Licensed Content on the Co-branded Web Pages at no charge in the event E*TRADE receives a Submitted Application from them.

3.1.3 E*TRADE and TheStreet.com agree that E*TRADE will have the option to provide current Account Holders, Registered Members and other visitors to the E*TRADE WebSite access to the Premium Licensed Content on the Co-branded Web Pages at no charge in a manner to be mutually agreed upon by the parties after the Effective Date.

3.1.4 As of the Effective Date and at mutually agreed upon intervals thereafter, TheStreet.com shall contact Expired Free-Trial Users via electronic mail to notify them of the opportunity to obtain a one-year subscription to the Premium Licensed Content on the Co-branded Web Pages at no charge in the event that E*TRADE receives a Submitted Application from them.

3.1.5 E*TRADE and TheStreet.com shall provide all E*TRADE Active Traders with access to the Premium Licensed Content on the Co-branded Web Pages at no charge to such Active Traders.

3.1.6 TheStreet.com shall provide all current E*TRADE Registered Members and Account Holders with access to the Free Licensed Content on the Co-branded Web Pages at no charge.

3.1.7 Upon E*TRADE's written approval, TheStreet.com may, but is under no obligation to, sell subscriptions to the Premium Licensed Content on the Co-branded Web Pages to E*TRADE Registered Members and Account Holders who are not Active Traders and who are not otherwise entitled to a free subscription. Such Account Holders will receive, at a minimum, a ***** discount off TheStreet.com's normal rates. TheStreet.com shall not provide a greater discount for any other comparable licensee of substantially the same content under substantially the same terms unless TheStreet.com matches such discount for E*TRADE. TheStreet.com shall pay E*TRADE ***** of all subscription fees derived from such subscription sales.


***** Confidential treatment has been requested for the redacted portions. The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

6

3.2 Subject to all the terms and conditions of this Agreement, each party (the "Licensor") hereby grants to the other (the "Licensee") a nonexclusive, nontransferable, non-sublicensable license to use Licensor's Licensed Marks (defined below) on the Licensee's WebSite solely in connection with the marketing and promotion of Licensor's WebSite and related online services. The "Licensed Marks" shall mean solely the names, servicemarks and trademarks and logos specified in Exhibit D hereto, subject to any usage guidelines and notice requirements provided in writing by the Licensor; provided, however, that the Licensor, in its sole discretion from time to time, may change the appearance and/or style of the Licensed Marks or add or subtract from the list in Exhibit D, provided that, unless required earlier by a court order or to avoid potential infringement liability, Licensee shall have fourteen (14) days to implement any such changes. Licensee hereby acknowledges and agrees that
(i) Licensor's Marks are either owned solely and exclusively by Licensor or Licensor has the right to provide the license to Licensee set forth in this Section, (ii) except as set forth herein, Licensee has no rights, title or interest in or to Licensor's Marks and (iii) all use of the Licensor's Marks by Licensee shall inure to the benefit of Licensor. Licensee agrees not to apply for registration of the Licensor's Marks (or any mark confusingly similar thereto) anywhere in the world. Licensee agrees that it shall not knowingly engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and/or reputation of any of Licensor's Marks. Licensee further agrees that the use of any Licensed Mark is subject to the approval of Licensor.

3.3 TheStreet.com, in connection with Co-branded Web Pages, may notify or otherwise advise any party having access to Licensed Content through E*TRADE as a result of this Agreement, that they are only permitted to make one printed copy of the Licensed Content for individual use (or download same for the same limited purpose) and they are not permitted to reproduce, republish, broadcast or otherwise distribute the Licensed Content without prior written permission of TheStreet.com and except for any payment or other terms inconsistent with the provisions of this Agreement, are otherwise subject to the terms and conditions of TheStreet.com subscriber or membership agreement available for inspection on TheStreet.com site.

3.4 With the exception of requiring minimum trading activity or a Submitted Application, E*TRADE may not charge E*TRADE Account Holders or any others any separate fee or charge or impose additional costs or restrictions in order to allow access or make available the Licensed Content, other than those standard charges and

7

restrictions it normally charges or imposes on E*TRADE Account Holders or others for the use of its own WebSite.

3.5 E*TRADE shall not furnish, permit or otherwise provide, make available, link, reproduce, transmit, furnish or distribute Licensed Content itself or through or to third parties for use on or through any other facility other than E*TRADE, the Co-branded Web Pages or the links to TheStreet.com as permitted hereunder.

4. Payment

4.1 Subject to the terms and conditions of this Agreement, E*TRADE agrees to pay to TheStreet.com the following:

(a) A minimum payment of $***** per month in advance on the first day of each month, beginning upon the launch of Co-branded Web Pages on the E*TRADE WebSite. The $***** minimum payment shall constitute an up-front payment for any combination of Submitted Applications at $***** each and Active Users at either $***** each (if Active Users number ***** or fewer during such month) or $***** each (if Active Users number greater than ***** during such month).

(b) Once the $***** minimum has been exceeded, additional payments shall be calculated at $***** for each additional Submitted Application and either $***** per Active User (if Active Users number ***** or fewer) or $***** per Active User (if Active Users number greater than *****). Such additional payments shall be due within thirty (30) days after the end of the month in which such excess occurs.

4.2 The parties believe that the structure of the payments described in
Section 4.1 are consistent with the applicable laws and regulations governing the activities of broker-dealers and unregistered entities. Notwithstanding the foregoing, however, if the payments in Section 4.1 are determined to be prohibited under those laws and regulations governing the activities of broker-dealers, then the parties shall negotiate and agree upon a mutually acceptable non-refundable fee structure as an alternative to the payment described in this Section 4.1, failing which either party may terminate this Agreement on thirty (30) days' written notice to the other party.


***** Confidential treatment has been requested for the redacted portions. The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

8

5. Prices

5.1 Except as specifically set forth in this Agreement, each party remains responsible for establishing its own prices and charges to customers, subscribers or otherwise in connection with its own offerings, products and/or services available in the commercial marketplace. Furthermore, except as otherwise provided herein or subsequently mutually agreed upon in writing, each party bears its own expenses and costs associated with performing its obligations under this Agreement.

6. Right to Audit

6.1 Each party shall keep, maintain and preserve in a readily accessible place allowing for access within twenty-four (24) hours, and for the earlier of at least three (3) years: (i) from the date of the transactions and activities being audited; or (ii) following termination or expiration of the term of this Agreement or any renewal(s) thereof, accurate records relating to such party's payment and other obligations hereunder. Such records shall be maintained as confidential, but shall be available for inspection and audit as provided herein. Each party shall have the right at least once per calendar year to have an independent public accountant, reasonably acceptable to the other party, examine such other party's relevant books, records and accounts for the purpose of verifying the fulfillment of obligations to the other party as required under this Agreement. Each party acknowledges and agrees that such accountant shall not have access to the books, records, and accounts relating to other products or services except as such books, records and accounts also directly relate to its obligations hereunder. Each audit will be conducted at the audited party's place of business, or other place agreed to by TheStreet.com and E*TRADE, during the audited party's normal business hours and conducted to minimize any disruption to the audited party's business activities, with at least five (5) business days prior written notice to the audited party. The auditing party shall pay the fees and expenses of the auditor for the examination.

7. Warranties

7.1 Each party represents and warrants to the other that: (i) it has the right to enter into this Agreement and its obligations are not in conflict with any other of its obligations; (ii) all services will be performed in a timely, competent and professional manner; (iii) materials, information and services furnished and/or the use of same as permitted under this Agreement, do not violate or inftinge the rights of any other party

9

or the laws or regulations of any governmental, regulatory, or judicial authority; (v) materials, information and services furnished and/or the use of same as permitted under this Agreement, do not contain any libelous, defamatory, obscene or unlawful material under the laws of the United States in effect at the time such materials, information and/or services are produced and provided to the other hereunder. Furthermore, TheStreet.com warrants that it has full ownership of, all right, title and interest in and to, or all necessary licenses to furnish, all Licensed Content as required hereunder. TheStreet.com represents and warrants that the Co-branded Pages and the Licensed Content are Year 2000 Compliant. For purposes of this Agreement, "Year 2000 Compliant" shall mean that The Co-branded Pages and the Licensed Content and the access and use thereof will not be materially affected by any inability to, individually and in combination, completely and accurately address, present, produce, store and calculate data involving dates before, on or after January 1, 2000; specifically: (i) no value for current date will cause any interruption in operation; (ii) date-based functionality will behave consistently when dealing with dates before, on or after January 1, 2000;
(iii) use and access to the Co-branded Pages and the Licensed Content will not produce abnormal endings or incorrect results when working with dates before, on or after January 1, 2000; (iv) in all interfaces and data storage, the century will be specified explicitly and will be unambiguously derived; and
(v) year 2000 will be recognized as a leap year. The foregoing representation and warranty shall not and shall not be construed to apply to or remedy Year 2000 problems in third party interfaces, data, software, or other materials or information which is not supplied by or within the control of TheStreet.com and if incorrect date information is provided by the user or from any other external product or other source, this information will be used by the Licensed Content and Co-Branded Pages as received.

7.2 EXCEPT AS SPECIFICALLY SET FORTH ABOVE, NEITHER PARTY MAKES ANY OTHER OR DIFFERENT REPRESENTATIONS OR WARRANTIES TO THE OTHER OR TO ANY THIRD PARTY, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. Confidential Information

8.1 Each party agrees to regard and preserve as confidential all information related to the business and activities of the other, its customers, clients, suppliers and other entities with whom such other party does business, that may be obtained from any

10

source or may be developed as a result of this Agreement ("Confidential Information"). Each party agrees to hold such Confidential Information in confidence for the other and shall not, except in furtherance of the purposes of this Agreement, use (directly or indirectly) any such Confidential Information for its own benefit or the benefit of any other party, nor disclose such Confidential Information to any person, firm or enterprise, unless authorized by the other party in writing, and even then, to limit access to and disclosure of such Confidential Information to its employees on a "need to know" basis only.

8.2 Information shall not be considered Confidential Information to the extent it is: (i) already known to the receiving party free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction and without breach of this or any other Agreement;
(iii) is or becomes publicly available through no wrongful act or (iv) is independently developed by one party without reference to any Confidential Information of the other. Disclosure of Confidential Information pursuant to the compulsion of proper judicial or other legal process is permitted; provided, however, that the parties notify each other and use all available legal means to protect and limit such disclosure to only those persons with a "need to know" for purposes of such proceedings.

9. Intellectual Property Indemnification

9.1 Each party agrees to defend and/or handle at its own cost and expense any claim or action against the other by a third party for actual or alleged infringement of any intellectual or industrial property right, including, without limitation, trademarks, service marks, patents, copyrights or the misappropriation of trade secrets or other proprietary rights, or for personal injury, defamation, slander or libel, based upon any materials or services as furnished by such party or the possession and/or use thereof by the other party. Each party agrees to promptly notify the other party of any such claim or action and provides the indemnifying party with reasonable assistance in the defense thereof. The party responsible for defense of any such claim or action further agrees to indemnify and hold the other party harmless from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) associated with any such claim or action and shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise, unless otherwise mutually agreed to in writing. Neither party is authorized to agree to any

11

settlement, compromise or the like which would require that the other make any payment or bear other obligations without prior written approval of the other party.

9.2 Without limiting Section 9.1 above, E*TRADE agrees to defend and/or handle at its own cost and expense any claim or action against TheStreet.com based upon any alterations, modifications or changes made by E*TRADE to the Licensed Content, any frames, links, or any other material or information added by E*TRADE that is displayed, perceived or associated with the Licensed Content as permitted hereunder, including, without limitation, any advertising, promotional or other materials hereunder; provided that TheStreet.com provides prompt notice of any such claim or action and provides E*TRADE with reasonable assistance in the defense thereof. E*TRADE further agrees to indemnify and hold TheStreet.com harmless from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) associated with any such claim or action and shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compro mise, unless otherwise mutually agreed to in writing.

10. General

10.1 Term: This Agreement shall commence as of the Effective Date and shall continue in full force and effect for an initial term of one (1) year. E*TRADE reserves the right to terminate this Agreement without cause at any time during the initial term of this Agreement upon sixty (60) days written notice. Thirty (30) days prior to the expiration of the initial one (1) year term, the parties shall agree whether or not to renew this Agreement. If the parties agree to renew, this Agreement shall continue thereafter on a month to month basis unless otherwise terminated upon at least thirty (30) days written notice to the other. Termination of this Agreement shall not affect any rights, obligations or interests arising prior to the effective date of termination and which, to give effect to their meaning, must continue in accordance with their terms.

10.2 Material Breach: If there is any material breach of this Agreement by one party, the other party may (reserving cumulatively all other remedies and rights under this Agreement and in law and in equity) terminate this Agreement, in whole or in part, by giving thirty (30) days' written notice; provided, however, that such termination shall not be effective if the breach has been cured prior to the expiration of said thirty (30) days.

12

10.3 Insolvency: Either party may immediately terminate this Agreement in the event the other party becomes bankrupt or insolvent, within the meaning of the United States Bankruptcy Code or any substantial and relevant portion of its assets are included in any arrangement with its creditors, an order to windup or submission to control by a receiver, assignee or trustee for the purpose of preserving the assets, whether by the voluntary act of the affected party or otherwise.

10.4 Limitation of Liability: IN NO EVENT WILL EITHER PARTY BE LIABLE, TO THE
OTHER OR TO ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY MANNER IN CONNECTION WITH OR ARISING OUT OF THIS AGREE MENT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.5 Excusable Delay: Neither party will be liable to the other for any delay or failure to perform due to causes beyond its control and without its fault or negligence.

10.6 Assignment: Except in connection with a merger, sale, transfer, conveyance, acquisition or other corporate reorganization or change in control or ownership relating to all or any material portion of its stock, assets, operations or business, neither party may assign, transfer or subcontract this Agreement and/or any rights and/or obligations hereunder, without the written consent of the other and any attempt to do so shall be void.

10.7 Waiver: The failure of either party at any time to enforce any right or remedy available to it under this Agreement with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party.

10.8 Severability: If any provision of this Agreement shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected thereby.

10.9 Survival: The provisions of Sections 6, 7, 8, 9 and 10 and the last three sentences of Section 3.2 shall survive the termination of this Agreement for whatever reason, and,

13

in addition, the obligations of the parties under this Agreement that by their nature continue beyond the expiration of this Agreement shall survive any termination or cancellation of the Agreement.

10.10 Notices: Unless otherwise specified all notices shall be in writing and delivered personally, mailed, first class mail, postage prepaid, or delivered by confirmed electronic or digital means, to the addresses set forth at the beginning of this Agreement and to the attention of the undersigned. Either party may change the addresses or addressees for notice by giving notice to the other. All notices shall be deemed given on the date personally delivered, when placed in the mail as specified or when electronic or digital confirmation is received.

10.11 Advertising: The parties agree to use reasonable efforts to mutually agree on and issue a press release within five (5) days of the Effective Date of this Agreement. All press releases, promotions and advertisements with respect to E*TRADE and TheStreet.com and the subject matter of this Agreement shall be subject to mutual prior written approval in advance of the first release or use thereof. Except as specifically set forth in this Agreement, neither party shall use the name, service or trademarks, or refer to the other, its products and/or services in any advertising, publicity releases or marketing communication, without prior written approval of such other party.

10.12 Independent Contractors: Each party is acting as an independent contractor. Neither party's personnel are employees or agents of the other party for federal, state or other taxes or any other purposes whatsoever, and are not entitled to compensation, employee benefits or other incidents of employment from any of the other parties. Each party assumes sole and full responsibility for the acts and omissions of its own employees, representatives and agents. Personnel of one party have no authority to make commitments or enter into contracts on behalf of, bind or otherwise obligate any other party in any manner whatsoever. Except for the specific obligations set forth in this Agreement, nothing hereunder shall be deemed to constitute, create, give effect to or otherwise recognize a joint venture, partnership or business entity of any kind, nor shall anything in this Agreement be deemed to constitute any party the agent or authorized representative of the other. Except for payments mutually agreed upon and specifically described herein or otherwise mutually agreed upon in writing, nothing shall be construed as providing for the sharing of profits or losses arising out of the efforts of either or both of the parties.

14

10.13 Governing Law & Interpretation: This Agreement shall be construed and enforced under the substantive laws of the State of New York, without regard to its conflict of laws provisions. Headings are solely for reference and shall not affect the meaning of any terms. If any part of this Agreement is held invalid, illegal or unenforceable, the remaining provisions will be unimpaired. No modification, course of conduct, amendment, supplement to or waiver of this Agreement or any provisions hereof shall be binding upon the parties unless made in writing and duly signed by both parties. In any action to enforce this Agreement, the prevailing party will be entitled to recover costs and reasonable attorneys' fees.

10.14 Entire Agreement: The Exhibits, materials, information and documents attached, referred to or specified in this Agreement are incorporated by reference and constitute a part of this Agreement as if fully set forth herein. This constitutes the entire agreement between the parties and supersedes any prior or inconsistent agreements, negotiations, representations and promises, written or oral, regarding the subject matter. Except as otherwise expressly provided herein, any provision of this Agreement may be amended or modified only with the written consent of both parties.

10.15 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument.

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

              The Street.com, Inc.              E*Trade Group, Inc.

By:   /s/ Brendan Amyot                         By:    /s/ Jerry Gramaglia
      --------------------------------                 -----------------------
Name:    Brendan Amyot                          Name:   Jerry Gramaglia
         [Type or Print]                                [Type or Print]

      --------------------------------                 -----------------------

Title:  VP General Manager- Consumer           Title:      SVP; Marketing
      --------------------------------                 -----------------------

Date:         1/12/99                           Date:           1/12/99
      --------------------------------                 -----------------------

15

EXHIBIT A

Licensed Content

Licensed Content hereunder shall consist of the following information and materials of market commentary and editorial content:

1. Markets commentary:

"Wake-Up Call"
"Midday Musings"
"Market Roundup"
"Evening Update"
"Silicon Saturday"
"Sunday's Little Letters, Big Ideas"
"The Coming Week"
"Bond Focus"
"Euro Markets"
"Market Update"
"Euro Vision"
"Best of TSC"
"Special Features"

2. Companies:

"Top Stories"
"Silicon Valley"
"Options Buzz"
"Online Trading"
"Stock Mart"
"Articles Elsewhere"
"Latin Loot"
"The Ax"
"Short Stories"
"The Ball Game"
"Moscow Journal"
"Mall Rat"

16

"Wall Street Whistleblower"

3. Funds:

"Fund Watch"
"Under the Hood"
"The Buysider"
"Syre & Bailey"
"TSC Fund Forum"
"TSC Tax Forum"
"Looking Out for the Shareholder"
"Game Plan"
"TSC 10"
"Ahead of the Pack"
"Latest Laggard"

4. Commentary/Columns:

"Editor's Letter"
"Wrong"
"Herb on TheStreet"
"Tech Savvy"
"The Invisible Mouth"
"Technician's Take"
"Wing Tips"
"Jim Griffin"
"Marc Chandler"
"Andy Kessler"
"The Chartist"
"Building Blocks"
"Eye to the Keyhole"
"Power Lines"
"Noglows on the Net"
"MonEmailbag"
"Investors' Bookshelf"
"Drinks & Diversions"
"Fundamental Questions"

17

"Greed & Fear"
"Sports Scoop"
"View from the North"
"Silicon Babylon"
"Easy Money"
"How We Did"
"Special Features"

5. Educational:

"TSC Schoolhouse
"TSC Glossary"

18

EXHIBIT B

Implementation Specifications

Overview

TheStreet.com will develop a Co-branded mirror site of their full subscription website, made available exclusively to E*TRADE visitors, members, and customers. E*TRADE users will have access to the Co-branded site in five different ways:

         Type of Access                          Content Provided                              Eligible Users
-----------------------------------------------------------------------------------------------------------------------------------
1)   Power E*TRADE - unlimited access   o    Premium Licensed Content             o    Power E*TRADE users (Active Traders)

2)   One-year free subscription         o    Premium Licensed Content             o    E*TRADE visitors and members who convert to
                                                                                       customers as a direct result of the offer
                                                                                  o    TSC expired free-trial users who become
                                                                                       E*TRADE customers as a direct result of the
                                                                                       offer

3)   Standard E*TRADE member and cus-   o    Free Licensed Content (with link to  o    E*TRADE members
tomer access                                 discounted subscription sign-up)     o    Non-Power E*TRADE and non-1-year-free-
                                                                                       subscription customers

4)   E*TRADE visitors                   o    Free Licensed Content (without link  o    E*TRADE visitors (non-members and
                                             to discounted subscription sign-up)       non-customers)

5)   Free trial (mechanics tbd;
     either 30 days free to users who   o    Premium Licensed Content             o    E*TRADE members
     request it, or two weeks free
     to everyone every 60-90 days)                                                o    Non-Power E*TRADE and non-1-year-free-
                                                                                       subscription customers

19

Accessing TheStreet.com content

o Power E* TRADE users will launch the TSC/ET Co-branded site from a link on the Power E*TRADE home page; the site will launch in a spawned browser window

o Visitors, members, and customers (including Power E*TRADE customers) will access TSC/ET Co-branded site from a link on the Portfolio & Markets page, receiving either Free or Premium Licensed Content, depending on their level of access

o Visitors, members, and customers will also be able to access a marketing jump page (describing TheStreet.com offer, linking to an E*TRADE online application, and linking to the Co-branded site) from site banners and a link from the E*TRADE home page

Customer experience

o Should be a seamless login experience for users; they should not have to provide any information to get access to TheStreet (unless they are paying for a subscription, in which case they go through the normal TSC subscription process)

o *****

o Visitors, members, and customers receiving access to the Free Licensed Content should get a marketing upsell page when they attempt to access a Premium feature (e.g., If you open a new E*TRADE account, get free access for a year . . . . if you're a current customer, open another account, join Power E*TRADE, or click here to subscribe at an E*TRADE discounted rate . . . . if you're a customer who should be getting access to premium features, please log on) with links to the appropriate areas on TheStreet.com's site (for subscriptions) and E*TRADE (for new account sign-ups and customer log on)

o Members and customers should have a link to a page for discounted subscription sip-ups; visitors should not be given this link

o At the end of a user's one-year free subscription, Power E*TRADE access, or free trial, users should receive a one-time marketing page (when they try to access the Co-branded site the very next time), informing them that they are now only


***** Confidential treatment has been requested for the redacted portions. The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

20

eligible for the Free content, but that they can continue receiving the Premium content if they open an account, subscribe, or join Power E*TRADE

o TheStreet.com has a daily email bulletin service; default for receiving these bulletins should be off, unless mem bers/customers explicitly ask to receive the bulletins (in which case the bulletins must be stripped of competitor references and links)

o Clicking on a symbol in TheStreet's content should refresh the E*TRADE browser window with a quote of the selected security

Account conversions

o Visitors, members, and customers should have a link on the Co-branded site and on the Premium feature marketing upsell page to another page describing TheStreet.com 1-year subscription offer, and from there back to E*TRADE to apply for a new account (which passes a source code, indicating their response to TheStreet.com offer)

o Online application and Request-by-mail form must allow customers to input TheStreet.com source code, and Customer Service/Softbank must be prepared to handle telephone requests for TheStreet.com offer using the same source code

o Marketing jump page (accessed from the E*TRADE home page or special offer banner ads) should provide a link to the E*TRADE online application, passing TheStreet.com source code

21

EXHIBIT C

Service Level Agreement

I. Performance/Scale

A. TheStreet.com product performance/scale

1. TheStreet.com will launch a production-quality, co-branded mirror site of the normal subscription site for E*TRADE users (visitors, Registered Members, and Account Holders) on or before market open on March lst.

2. TheStreet.com will support ***** simultaneous E*TRADE users with the service levels outlined in this SLA, a number no more than ***** of TheStreet.com's total system capacity.

B. System performance metrics to be measured by E*TRADE

1. TheStreet.com servers will average less than 3 seconds response time for 90% of requests every calendar month. This measures server response time only, not network transmission time. Response time is measured according to the definition provided by Accrue's reporting software, that is the amount of time elapsed between the server's receipt of the request and the beginning of the transmission of that response.

2. TheStreet.com servers will average 99.9% up time every calendar month. This would be exclusive of regularly scheduled maintenance and causes outside the control of TheStreet.com (e.g., force majeure events). E*TRADE will be given 48 hours notice of any scheduled maintenance that affects the performance of TheStreet.com services with respect to E*TRADE users. Regularly scheduled maintenance will be scheduled to minimize interruption or disruption to services to E*TRADE users unless


***** Confidential treatment has been requested for the redacted portions. The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

22

commercially impractical. There will be no scheduled mainte nance during market (NYSE - EST or EDST) hours.

3. TheStreetcom will post an online error message, pre-approved by E*TRADE in the event of a system outage within 2 minutes of TheStreet.com being aware of such outage.

C. TheStreet.com customer service telephone metrics

1. Using a three-week trailing average, 95% of all calls from E*TRADE Registered Members and Account Holders to TheStreet.com will be answered within 30 seconds.

2. Using a three week trailing average, there should be no greater than a 10% hourly abandonment rate for E*TRADE Registered Members and Account Holders.

II. Monitoring/Reporting

A. System performance monitoring (TheStreet.com)

TheStreet.com will provide monthly reporting which details the following details per period as it relates to E*TRADE users:

o Average response time
o Actual daily response time detail
o Average server up time
o Actual daily server up time detail
o Number of total monthly page views
o Number of total monthly unique users

This information will be e-mailed to the appropriate contact within E*TRADE (e-mail address TBD and will be provided to TheStreet.com) within 5 business days after the first working day of each month for the previous month's reports. Alternatively, TheStreet.com can post the above reports on a mutually-agreed upon secure web site for review by TheStreet.com and E*TRADE.

23

B. Customer service telephone monitoring

1. E*TRADE representatives may monitor calls to TheStreet.com every two weeks, or more often if deemed necessary to enhance service quality and shall bear all costs and expenses related thereto.

2. E*TRADE may conduct unscheduled test calls.

3. TheStreet.com will provide the following reports monthly as it relates to E*TRADE Registered Members and Account Holders (following the same schedule as detailed in section A):

o Daily average response time
o Daily average rep talk time
o Daily call total
o Daily average abandonment rate

III. Escalation Procedures

1. In all cases of service outage greater than 2 minutes of which TheStreet.com is aware, TheStreet.com must notify E*TRADE via the following email addresses:

         Name                                              Email

E*TRADE operators                                  Operators@etrade.com
E*TRADE customer service                           Helpdesk@etrade.com
Brent Blackaby                                     *****


                  2.       When TheStreet.com notifies E*TRADE of a service
                           outage, TheStreet.com will provide, to the extent
                           known by TheStreet.com at that time,:

                           o Explanation of the outage
                           o ETA for service restoral

                  3.       TheStreet.com will continue to notify E*TRADE with
                           updated status for the duration of the outage.

                  4.       TheStreet.com will provide a post-incident summary.
                           This summary will include:

-----------

***** Confidential treatment has been requested for the redacted portions. The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

24

o Cause of the problem
o Method used to correct the problem
o Measures TheStreet.com will take to prevent further occurrences

5. E*TRADE / TheStreet.com contact and escalation list

o E*TRADE and TheStreet.com will respond in a synchronous fashion (e.g., a phone conversation) to escalated issues within one hour of each escalation

o E*TRADE and TheStreet.com will each start with #1 contact and move up from there until synchronous communication can be established

E*TRADE business contacts

1)    *****                                     Product marketing manager
      Email:                                    *****
      Work phone:                               *****
      Home phone:                               *****

2)    *****                                     Group product marketing manager
      Email:                                    *****
      Work phone:                               *****
      Cell phone:                               *****
      Home phone                                *****

3)    *****                                     Director of product marketing
      Email:                                    *****
      Work phone:                               *****
      Cell phone:                               *****
      Home phone:                               *****

E*Trade technical contacts

1)    *****                                     Technical lead
      Email:                                    *****
      Work phone:                               *****
      Home phone:

-----------

***** Confidential treatment has been requested for the redacted portions. The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

25

2)    *****                                      Manager -Product development
      Email:                                     *****
      Work phone:                                *****
      Cell phone:                                *****
      Home phone:                                *****

3)    *****                                      VP- Product development
      Email:                                     *****
      Work phone:                                *****
      Cell phone:                                *****
      Home phone:                                *****

TheStreet.com business contacts

1)    *****                                      Marketing Manager
      Email:                                     *****
      Work phone:                                *****
      Cell phone:                                *****
      Home phone:                                *****

2)    *****                                      Circulation Director
      Email:                                     *****
      Work phone:                                *****
      Cell phone:
      Home phone:                                *****

3)    *****                                      VP. GM Consumer Marketing
      Email:                                     *****
      Work phone:                                *****
      Cell phone:                                *****
      Home phone:                                *****

TheStreet.com technical contacts


***** Confidential treatment has been requested for the redacted portions. The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

26

1)    *****                                      Dir. of Content Management
      Email:                                     *****
      Work phone:                                *****
      Cell phone:                                *****
      Home phone:                                *****

2)    *****                                      Dir. of Commerce Technology
      Email:                                     *****
      Work phone:                                *****
      Cell phone:
      Home phone:                                *****

3)    *****                                      VP, Chief Technology Officer
      Email:                                     *****
      Work phone:                                *****
      Cell phone:                                *****
      Home phone:                                *****

IV.      Business Resumption

1. TheStreet.com must maintain the ability to switch processing from the primary server to a hot backup server within 10 minutes. Reasonable periodic testing of this procedure, no more frequently than twice annually, will be conducted as requested by E*TRADE on a designated weekend by both TheStreet.com and E*TRADE personnel.

2. Any modifications and/or network configuration changes (including systems maintenance) as well as upgrades and removal of devices that may adversely impact the levels of service to E*TRADE users need to be advised of before they occur by designated/qualified personnel.

V. Product Maintenance

1. TheStreet.com shall provide ongoing software maintenance of TheStreet.com services emanating from the Co-Branded mirror site for Account Holders, including but not limited to the following:


***** Confidential treatment has been requested for the redacted portions. The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

27

o Use all reasonable commercial efforts to fix catastrophic ("Level I") bugs within 24 hours; Level I bugs are defined as bugs that prevent subscribers from using the product or accessing key data in the product.

o Use all reasonable commercial efforts to fix non-catastrophic ("Level 2") bugs within 7 business days; Level 2 bugs are defined as bugs that prevent TheStreetcom services from running as described in the product documentation.

o Evaluate and consider deployment or implementation of en hancements requested by E*TRADE; a enhancement is defined as an important change to the UI, underlying code, or server technology which, while not a bug fix, will significantly improve usability, connection speed, processing speed, branding, or data accuracy

o Deploy non-high priority enhancements as mutually agreed upon on a case-by case basis; a non-high priority enhancement is one which improves the performance of the product but is prioritized lower than Level 1 & 2 bugs as well as high priority enhance ments

o TheStreet.com shall notify E*TRADE in writing of any material changes related to the Licensed Content provided on the Co-Branded mirror site for E*TRADE users, at least one week before going into production.

VI. Revenue Impact Recoupment

1. In the event that TheStreet.com fails to meet any of the performance objectives outlined in this SLA on more than ***** within any 30-day period, E*TRADE will notify TheStreet.com detailing and describing such *****, and E*TRADE shall be permitted to pay TheStreet.com an amount equal to only ***** of the monthly compensation specified in


***** Confidential treatment has been requested for the redacted portions. The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

28

Section 4.1 of the Agreement during the month in which such breach of the SLA occurred.

29

EXHIBIT D

LICENSED MARKS

Marks licensed by E*TRADE to TheStreet.com Marks licensed by TheStreet.com to E*TRADE

30

EXHIBIT 10.7

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

YAHOO! INC.

CONTENT LICENSE AGREEMENT

THIS CONTENT LICENSE AGREEMENT (the "Agreement") is made as of this 1st day of January, 1998 (the "Effective Date") between YAHOO!, INC., a California corporation, with offices at 3400 Central Expressway, Suite 201, Santa Clara, CA 95051, ("YAHOO") and TheStreet.com, L.L.C., ("Licensor"), a Delaware limited liability company, with offices at Two Rector Street, 14th Floor, New York, NY 10006.

In consideration of the mutual promises contained herein, the parties agree as follows:

SECTION 1: DEFINITIONS

Unless otherwise specified, capitalized terms used in this Agreement shall have the meanings attributed to them in Exhibit A hereto.

SECTION 2: GRANT OF LICENSES

2.1 Grant of Licenses. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Yahoo, under Licensor's Intellectual Property Rights:

(a) A non-exclusive, worldwide license to use, modify, reproduce, distribute, display and transmit the Licensor Content in electronic form in connection with Yahoo Properties via the Internet, and to permit users of the Yahoo Properties to download and print the Licensor Content for personal use. Yahoo's license to modify the Licensor content shall be limited to modifying the Licensor Content to fit the format and look and feel of the Yahoo Property.

(b) A non-exclusive, worldwide, fully paid license to use, reproduce and display the Licensor's Brand Features: (i) in connection with the presentation of the Licensor Content on the Content Pages in the Yahoo Properties; and (ii) in connection with the marketing and promotion of the Yahoo Properties.


(c) Subject to the restrictions and obligations herein, Yahoo shall be entitled to sublicense the rights set forth in this Section 2.1 (1) to its Affiliates only for inclusion in Yahoo Proper ties, and (2) in connection with any mirror site, derivative site, or distribution arrangement concerning a Yahoo Property.

SECTION 3: DELIVERY OF LICENSOR CONTENT; ADVERTISING REVENUE

3.1               Yahoo's Responsibilities. In addition to any responsibilities
                  that may be set forth in Exhibit C, Yahoo will be responsible
                  for the design, layout, posting, and maintenance of the
                  Content Pages. In no event is Yahoo under any obligation,
                  express or implied, to post or otherwise include any of the
                  Licensor Content in any Yahoo Property, including without
                  limitation, in any Content Pages.

3.2               Licensor Assistance. In addition to any responsibilities that
                  may be set forth in Exhibit C, Licensor will provide on-going
                  assistance to Yahoo with regard to technical, administrative
                  and service-oriented issues relating to the utilization,
                  transmission and maintenance of the Licensor Content, as Yahoo
                  may reasonably request. Licensor will use its reasonable best
                  efforts to ensure that the Licensor Content is accurate,
                  comprehensive and updated regularly as set forth in Exhibit C.

3.3               Advertising Rights. *****

3.4               Notices. Yahoo will not alter or impair any acknowledgment of
                  copyright or other Intellectual Property Rights of Licensor
                  that may appear in the Licensor Content and the Licensor Brand
                  Features, including all copyright, trademark and similar
                  notices that Licensor may reasonably request.

3.5               Links. The parties will maintain the hypertext links specified
                  in Exhibit D.

SECTION 4: DELIVERY OF LICENSOR CONTENT

During the term of this Agreement, Licensor shall deliver updates of the Licensor Content to Yahoo in accordance with the Delivery Specifications set forth in Exhibit C. Licensor also shall provide Yahoo with reasonable prior notice of any significant Enhancements that generally affect the appearance, updating, delivery or other elements of the Licensor Content, and shall make such Enhancements available to Yahoo upon commercially reasonable terms.

SECTION 5: INDEMNIFICATION


***** Confidential treatment has been requested for the redacted portions. The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

2

Licensor, at its own expense, will indemnify, defend and hold harmless Yahoo, its Affiliates and their employees, representatives, agents and affiliates, against any claim, suit, action, or other proceeding brought against Yahoo or an Affiliate based on or arising from a claim that the Licensor Content as delivered to Yahoo or any Licensor Brand Feature infringes in any manner any Intellectual Property Right of any third party or contains any material or information that is obscene, defamatory, libelous, slanderous, that violates any person's right of publicity, privacy or personality, or has otherwise resulted in any tort, injury, damage or harm to any person; provided, however, that in any such case: (x) Yahoo provides Licensor with prompt notice of any such claim;
(y) Yahoo permits Licensor to assume and control the defense of such action, with counsel chosen by Licensor (who shall be reasonably acceptable to Yahoo); and (z) Licensor does not enter into any settlement or compromise of any such claim without Yahoo's prior written consent, which consent shall not be unreasonably withheld. Licensor will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by Yahoo or an Affiliate in connection with or arising from any such claim, suit, action or proceeding. It is understood and agreed that Yahoo does not intend and will not be required to edit or review for accuracy or appropriateness any Licensor Content.

SECTION 6: LIMITATION OF LIABILITY / WARRANTY

EXCEPT AS PROVIDED IN SECTION 5, UNDER NO CIRCUMSTANCES SHALL LICENSOR, YAHOO, OR ANY AFFILIATE BE LIABLE TO EACH OTHER OR ANOTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.

SECTION 7: TERM AND TERMINATION

7.1               Initial Term and Renewals. This Agreement will become
                  effective as of the Effective Date and shall, unless sooner
                  terminated as provided below or as otherwise agreed, remain
                  effective for an initial term of twelve (12) months following
                  the first date of public availability of the Licensor Content
                  on a Content Page within a Yahoo Property (the "Initial
                  Term"). After the Initial Term, this Agreement will be
                  automatically renewed for successive additional one year
                  periods ("Extension Terms"). This Agreement may be terminated
                  by either party at any time by giving notice to the other
                  party of not less than sixty (60) days prior to the end of a
                  Term. As used herein, the "Term" means the Initial Term and
                  any Extension Term(s).

3

7.2               Termination for Cause. Notwithstanding the foregoing, this
                  Agreement may be terminated by either party immediately upon
                  notice if the other party: (w) be comes insolvent; (x) files a
                  petition in bankruptcy; (y) makes an assignment for the
                  benefit of its creditors; or (z) breaches any of its
                  obligations under this Agreement in any material respect,
                  which breach is not remedied within thirty (30) days following
                  written notice to such party.

7.3               Effect of Termination. Any termination pursuant to this
                  Section 7 shall be without any liability or obligation of the
                  terminating party, other than with respect to any breach of
                  this Agreement prior to termination. The provisions of
                  Sections 5, 6, 7, 8, 9, 10, and this Section 7.3 shall survive
                  any termination or expiration of this Agreement.

SECTION 8: OWNERSHIP

8.1               By Licensor. Yahoo acknowledges and agrees that: (i) as
                  between Licensor on the one hand, and Yahoo and its Affiliates
                  on the other, Licensor owns all right, title and interest in
                  the Licensor Content and the Licensor Brand Features; (ii)
                  nothing in this Agreement shall confer in Yahoo or an
                  Affiliate any right of ownership in the Licensor Content or
                  the Licensor Brand Features; and (iii) neither Yahoo or its
                  Affiliates shall now or in the future contest the validity of
                  the Licensor Brand Features. No licenses are granted by either
                  party except for those expressly set forth in this Agreement.

8.2               By Yahoo. Licensor acknowledges and agrees that: (i) as
                  between Licensor on the one hand, and Yahoo and its Affiliates
                  on the other, Yahoo or the Affiliates own all right, title and
                  interest in any Yahoo Property and the Yahoo Brand Features;
                  (ii) nothing in this Agreement shall confer in Licensor any
                  license or right of ownership in the Yahoo Brand Features; and
                  (iii) Licensor shall not now or in the future contest the
                  validity of the Yahoo Brand Features. No licenses are hereby
                  granted by Yahoo. Yahoo or its Affiliates shall own all
                  derivative works created by Yahoo from the Licensor Content,
                  including the Content Pages, pursuant to this Agreement, to
                  the extent such is separable from the Licensor Content.

SECTION 9: PUBLIC ANNOUNCEMENTS

The parties will cooperate to create any and all appropriate public announcements relating to the relationship set forth in this Agreement. Neither party shall make any public announce-

4

ment regarding the existence or content of this Agreement without the other party's prior written approval and consent.

SECTION 10: NOTICE, MISCELLANEOUS PROVISIONS

10.1              Notices. All notices, requests and other communications called
                  for by this agreement shall be deemed to have been given
                  immediately if made by telecopy or electronic mail (confirmed
                  by concurrent written notice sent first class U.S. mail,
                  postage prepaid), if to Yahoo at 3400 Central Expressway,
                  Suite 201, Santa Clara, CA 95051, Fax: (408) 731-3301
                  Attention: Vice President (e-mail: ***** ), with a copy to its
                  General Counsel (e-mail: ***** ), and if to Licensor at the
                  physical and electronic mail addresses set forth on the
                  signature page of this Agreement, or to such other addresses
                  as either party shall specify to the other. Notice by any
                  other means shall be deemed made when actually received by the
                  party to which notice is provided.

10.2              Miscellaneous Provisions. This Agreement will bind and inure
                  to the benefit of each party's permitted successors and
                  assigns. Neither party may assign this Agreement, in whole or
                  in part, without the other party's written consent; provided,
                  however, that: (i) either party may assign this Agreement
                  without such consent in connection with any merger,
                  consolidation, any sale of all or substantially all of such
                  party's assets or any other transaction in which more than
                  fifty percent (50%) of such party's voting securities are
                  transferred. Any attempt to assign this Agreement other than
                  in accordance with this provision shall be null and void. This
                  Agreement will be governed by and construed in accordance with
                  the laws of the State of California, without reference to
                  conflicts of laws rules, and without regard to its location of
                  execution or performance. If any provision of this Agreement
                  is found invalid or unenforceable, that provision will be
                  enforced to the maximum extent permissible, and the other
                  provisions of this Agreement will remain in force. Neither
                  this Agreement, nor any terms and conditions contained herein
                  may be construed as creating or constituting a partnership,
                  joint venture or agency relationship between the parties. No
                  failure of either party to exercise or enforce any of its
                  rights under this Agreement will act as a waiver of such
                  rights. This Agreement and its exhibits are the complete and
                  exclusive agreement between the parties with respect to the
                  subject matter hereof, superseding and replacing any and all
                  prior agreements, communications, and understandings, both
                  written and oral, regarding such subject matter. This
                  Agreement may only be modified, or any rights under it waived,
                  by a written document executed by both parties. This Agreement
                  may be executed in any number of counterparts,

----------

*****  Confidential treatment has been requested for the redacted portions. The
       confidential redacted portions have been filed separately with the
       Securities and Exchange Commission.

                                       5

                  all of which taken together shall constitute a single
                  instrument. Execution and delivery of this Agreement may be
                  evidenced by facsimile transmission.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be

executed by their duly authorized representatives as of the date first written above.

           YAHOO! INC.                                 THESTREET.COM

By: /s/ Ellen Simonoff                       By: /s/ Brendan Amyot
    -----------------------------                -------------------------------

Title: VP                                    Title: COO
       --------------------------                   ----------------------------

Address: 3400 Central Expressway             Address: 2 Rector Street
         -----------------------                      --------------------------
         Santa Clara, CA 95051                        New York, NY 10006
         ------------------------                     --------------------------

Telecopy: *****                              Telecopy:
          -----------------------                      -------------------------

E-mail: *****                                E-mail:  *****
        -------------------------                     --------------------------

----------

***** Confidential treatment has been requested for the redacted portions. The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

6

EXHIBIT A

DEFINITIONS

"Advertising Rights" shall mean the advertising and promotional rights sold or licensed with respect to Content Pages.

"Affiliates" shall mean any company or any other entity world-wide, including, without limitation, corporations, partnerships, joint ventures, and Limited Liability Companies, in which Yahoo owns at least a twenty percent ownership, equity, or financial interest.

"Content Pages" shall mean those pages in the Yahoo Property that contain Licensor Content and that are co-branded with both Licensor Brand Features and Yahoo Brand Features.

"Enhancements" shall mean any updates, improvements or modifications made to, or derivative works created from, the Licensor Content by Licensor.

"Intellectual Property Rights" shall mean all rights in and to trade secrets, patents, copyrights, trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign.

"Internet" shall mean the collection of computer networks commonly known as the Internet, and shall include, without limitation, the World Wide Web.

"Licensor Brand Features" shall mean all trademarks, service marks, logos and other distinctive brand features of Licensor that are used in or relate to the Licensor Content, including, without limitation, the trademarks, service marks and logos described in Exhibit B hereto.

"Licensor Content" shall mean, collectively, all materials, data, and similar information collected, produced, and owned by Licensor, which is a collection of HTML files and certain related scripts, as further described in Exhibit B attached hereto, including, without limitation, all Enhancements.

"Yahoo Brand Features" shall mean all trademarks, service marks, logos and other distinctive brand features of Yahoo that are used in or relate to a Yahoo Property, including, without limitation, the trademarks, service marks and logos described in Exhibit B.

"Yahoo Properties" shall mean any Yahoo branded or co-branded media properties, including, without limitation, Internet guides, developed in whole or in part by Yahoo or its Affiliates and distributed or made available by Yahoo or its Affiliates over the Internet.

7

EXHIBIT B
LICENSOR CONTENT

(1) Wrong!         -- a column by James Cramer written at least once per day on
                   which the New York Stock Exchange is open

(2) FundWatch      -- a column on mutual funds written at least once per day on
                   which the New York Stock Exchange is open

(3)                -- a second daily mutual funds column to be agreed upon by
                   both parties

(4)                -- a daily column by Dave Kansas to be agreed upon by both
                   parties

                             LICENSOR BRAND FEATURES

TheStreet.com
TheStreet.com related logos

YAHOO BRAND FEATURES

Yahoo!
Yahoo related logos

8

EXHIBIT C
DELIVERY AND TECHNICAL SPECIFICATIONS

A. Licensor's Responsibilities:

1 Deliver FundWatch and Wrong! columns within ***** of when they appear on THESTREET.COM's site.

2. Deliver the other columns specified in Exhibit B by ***** on a daily basis for days on which the New York Stock Exchange is open.

B. Yahoo's Responsibilities:

1. Archive no more than ***** worth of content on its site.

2. Display Licensor Content on a co-branded page with the links specified in Exhibit D.

3. Display Licensor copyright information on story pages.

C. Format of Content Delivery: text format via email


***** Confidential treatment has been requested for the redacted portions. The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

9

EXHIBIT D
LINKS

During the Term of this Agreement, the following links will be maintained:

LOCATION OF LINK                 LINK TO WHERE                           SPECIFICS OF LINK
----------------                 -------------                           -----------------
Story pages                                                              the part of the co-branded banner in
                                 http://www.thestreet.com                which TheStreet.com's logo
                                                                         appears

bottom of story pages            http://register.thestreet.com/sc        text to be provided by Licensor and
                                 ripts/adpage/Request.d11?               to be approved by Yahoo!
                                 NewUserOffer&offer_code
                                 =TSFree Trial

10

ADDENDUM 1
TO THE CONTENT LICENSE AGREEMENT EFFECTIVE JANUARY 1, 1998
BETWEEN YAHOO! INC. AND THESTREET.COM, L.L.C.

This Addendum No. 1 to the Content License Agreement (the "Agreement") with an effective date of January 1, 1998, by and between Yahoo! Inc. ("Yahoo") and TheStreet.com, L.L.C. ("Licensor") is made as of September 1, 1998, and modifies certain terms of the Agreement.

The parties agree as follows:

1. Exhibit B is amended to include the following additional content:

(5) Silicon Valley      -- a daily (on days on which the New
                        York Stock Exchange is open) column
                        from the "Companies" section of
                        Licensor's web site. On days on which
                        the New York Stock Exchange is open
                        and Licensor has no Silicon Valley
                        column, Licensor will deliver a Top
                        Stories column from the "Companies"
                        section of its web site.

(6) Online Brokerage    -- a weekly column on the online
                        brokerage industry. On weeks during
                        which Licensor has no Online Brokerage
                        column, Licensor will deliver a
                        Silicon Saturday column from the
                        "Markets" section of its web site.

2. Exhibit C, Section A is amended to read as follows:

Licensor's Responsibilities:

1. Deliver Wrong! columns within ***** of when they appear on TheStreet.com's site.

2. Deliver Silicon Valley and Online Brokerage columns
(or their replacements as specified in Exhibit B) within ***** of when they appear on TheStreet.com's site.

3. Deliver the other columns specified in Exhibit B at ***** they are posted on Licensor's site.

3. Except as otherwise set forth in this Addendum No. 1, the terms of the Agree ment remain in full force and effect.

The parties have caused this Addendum No. 1 to be executed by their duly authorized representatives as of the date first written above.

         YAHOO! INC.                              LICENSOR

         By: /s/ Ellen Simonoff                   By: /s/ Brendan Amyot
             -------------------------                --------------------------
         Title: VP                                Title: COO
                ----------------------                   -----------------------

----------

***** Confidential treatment has been requested for the redacted portions. The confidential redacted portions have been filed separately with the Securities and Exchange Commission.

11

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To TheStreet.com, Inc.:

As independent public accountants, we hereby consent to the use of our reports and to all references to our Firm included in or made part of this registration statement.

ARTHUR ANDERSEN LLP

New York, New York
April 16, 1999


April 16, 1999

To TheSteet.com, Inc.

We hereby consent to the inclusion of cdertain facts regarding unique visitors and page views derived from the December 1998 and March 1999 reports generated by DoubleClick Inc.'s DART Service in TheStreet.com Registration Statement on Form S-1 (File No. 333-72799) (the "Registration Statement"). We also hereby consent to the mention of DoubleClick Inc. in the technology risk factor section of the Registration Statement.

Sincerely yours,

/s/ Elizabeth Wang

Elizabeth Wang
General Counsel