ZIFF DAVIS MEDIA INC
AMENDED AND RESTATED EXECUTIVE AGREEMENTS
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>dex102.txt
<DESCRIPTION>AMENDED AND RESTATED EXECUTIVE AGREEMENTS
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2


                    AMENDED AND RESTATED EXECUTIVE AGREEMENT
                    ----------------------------------------

                  THIS AMENDED AND RESTATED EXECUTIVE AGREEMENT (this
"Agreement") is made as of April 30, 2002, by and between Ziff Davis Holdings
Inc., a Delaware corporation (the "Company"), Ziff Davis Publishing Inc., a
Delaware corporation and a wholly owned indirect subsidiary of the Company
("Publishing"), and Bart Catalane ("Executive"). The Company, Publishing and
Executive are sometimes collectively referred to herein as "Parties" and
individually as "Party". Upon execution and delivery of this Agreement by each
of the Parties, this Agreement shall replace the Prior Agreement (as defined
below) and shall be deemed to have taken effect as of November 26, 2001 (the
"Effective Date"). Certain definitions are set forth in Section 16 of this
Agreement.

                  Executive desires to be employed by Publishing, and Publishing
desires to employ Executive and to be assured of its right to have the benefit
of Executive's services on the terms and conditions hereinafter set forth. In
connection with such employment, Executive desires to acquire from the Company,
and the Company desires to issue and sell or grant certain equity interests to
Executive.

                  The Company and its Subsidiaries are currently pursuing a
proposed restructuring of their existing senior credit facility and their
existing senior subordinated notes (the "Restructuring"). Executive has been
involved in the negotiation of the terms of the Restructuring and is
knowledgeable about the material terms of the Restructuring. If the
Restructuring is consummated on the terms currently being discussed with the
parties thereto, the Company would issue shares of two new classes of capital
stock: Series D Preferred Stock, par value $.01 per share (the "Series D
Preferred"), which would be senior to all existing classes of capital stock of
the Company; and Series E Preferred Stock, par value $.01 per share, which would
be senior to all existing classes of capital stock of the Company other than the
Series D Preferred. It is anticipated that the Company would issue Series D
Preferred to WS Fund III and certain of the Company's existing institutional
shareholders as part of the Restructuring.

                  Concurrently with the consummation of the Restructuring, the
Company intends to grant to Executive options to purchase shares of capital
stock, on terms consistent with the terms of Section 2 of this Agreement. Such
options shall be granted pursuant to a 2002 Employee Stock Option Plan (the
"Plan"), which has been reviewed by the Executive but has not yet been adopted
by the Board of the Company.

                  Upon the issuance of shares of Series D Preferred as part of
the Restructuring, Executive, WS Fund III and certain other Investors that may
purchase shares of Series D Preferred in the Restructuring shall enter into an
agreement pursuant to which WS Fund III and such other Investors shall grant
Executive an option to purchase from WS Fund III and the other Investors shares
of Series D Preferred purchased by WS Fund III and the other Investors as part
of the Restructuring. The exercise price per share covered by such option shall
be equal to the initial purchase price paid by WS Fund III and the other
Investors to purchase such shares of Series D Preferred. The number of shares of
Series D Preferred covered by such options shall be determined on a basis
consistent with how the compensation committee of the Company's Board grants the

<PAGE>


Options to Executive. The form of agreement pursuant to which such options will
be granted has been reviewed and approved by the Executive and WS Fund III.

                  The Parties desire to enter into this Agreement to (i) set
forth the terms of the future grant of the Options; (ii) provide the Company
with certain rights in respect of the Executive Stock; (iii) set forth the terms
and conditions of Executive's employment with Publishing; and (iv) set forth the
obligation of Executive to refrain from competing with the Company and its
Affiliates under certain circumstances as provided herein.

                  To accomplish the foregoing, the parties desire to amend and
restate that Executive Agreement among the Parties dated November 8, 2001 (the
"Prior Agreement") in its entirety.

                  NOW, THEREFORE, the Parties hereto agree as follows:

                               A. GRANT OF OPTIONS

         1. Investor Rights Agreement. As a condition precedent to the Company's
obligations to grant to Executive the Options, Executive must execute and
deliver to the Company a counterpart signature page of the Investor Rights
Agreement, (pursuant to which Executive shall become a party thereto, and
thereby shall benefit from the rights and be subject to the obligations of one
of the "New Stockholders" thereunder).

         2.       Stock Options.

         (a) Grant. Concurrently with the consummation of the Restructuring, the
Company shall grant to Executive options (each an "Option" and collectively, the
"Options") to purchase shares of Series A Preferred, at an exercise price per
share equal to $0.001, shares of Series B Preferred, at an exercise price per
share equal to $1,000; and shares of Common Stock, at an exercise price per
share equal to $0.001. The form of option agreement pursuant to which the
Options will be granted is attached hereto as Exhibit A. The number of shares of
Series A Preferred, Series B Preferred, and Common Stock to be covered by the
Options shall be determined by the compensation committee of the Board of the
Company promptly following the adoption of the Plan.

         (b) Exercisable Only to Extent Vested. The Options shall initially not
be exercisable and thereafter shall be exercisable only to the extent deemed
vested pursuant to Section 6 below.

         (c) Options Term. The Options shall expire at the close of business on,
and in no event shall the Options be exercisable in whole or in part at any time
after, the later of (i) the tenth anniversary of the date hereof and (ii) a Sale
of the Company (the "Expiration Date"); provided that the Options shall be
subject to earlier expiration as follows:

                  (i) If Executive's employment with Publishing or any of its
Affiliates under the control of the Company is terminated for Cause, Executive
resigns from Company Employment (other than for Good Reason) at any time prior
to December 31, 2004 or Executive breaches any of his obligations under any of
Sections 12, 13 and 14 of this Agreement (except any breach which Executive
carries the burden of proving is solely of a technical nature, is immaterial and
was


                                       -2-

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inadvertent), then the Options shall immediately terminate and Executive shall
forfeit all rights with respect to the Options, regardless of whether the
Options, or any portion thereof, shall have become vested and/or exercisable
prior thereto; and

                  (ii) If Publishing terminates Executive's Company Employment
without Cause, Executive resigns from Company Employment for Good Reason prior
to December 31, 2004, or if Executive's Company Employment ceases as a result of
the death or Incapacity of Executive, any portion of the Options that have not
vested pursuant to Section 6 below shall expire upon such Termination and the
Options shall not be exercisable in respect of such expired portion at any time
thereafter.

         (d) Exercise Procedures. Each Option shall be exercisable by Executive
(or a transferee pursuant to Section 7(h)(i) below), to the extent it has
vested, is outstanding and is exercisable in accordance with the terms of this
Agreement, at any time and from time to time prior to the Expiration Date (or
any earlier date of expiration as provided above) by delivering written notice
to the Company and written acknowledgment that Executive has read and has been
afforded an opportunity to ask questions of management of the Company regarding
all financial and other information provided to Executive regarding the Company,
together with payment of the Exercise Price in respect of the Option Shares to
be purchased in accordance with the provisions of this Agreement and such
Option. As a condition to any exercise of an Option, Executive shall permit the
Company to deliver to Executive all financial and other information regarding
the Company it believes necessary to enable Executive to make an informed
investment decision, and Executive shall make all customary investment
representations which the Company requires. Executive shall be required, as a
condition precedent to Executive's right to exercise each Option, at Executive's
expense, to supply the Company with such evidence, agreements and other
assurances (including, but not limited to, opinions of counsel satisfactory to
the Company) as the Company then may deem necessary or desirable, in form and
substance satisfactory to the Company's counsel, in order to establish to the
satisfaction of the Company that the sale of securities by reason of such
exercise shall be in compliance with applicable law, including the Securities
Act. In addition, as a condition to the issuance of Option Shares upon
Executive's exercise of an Option, the Company may, in its sole discretion,
require that Executive become a party to any stockholder agreement then in
effect. Executive shall have no rights as a shareholder with respect to the
Option Shares issuable under an Option until and unless all conditions to the
Company's obligations to issue such Option Shares have been satisfied.

         3. Representations and Warranties by the Company. In connection with
the execution and delivery of this Agreement, the Company represents and
warrants to Executive as of the date hereof that:

         (a) The authorized capital stock of the Company consists of (i)
400,000,000 shares of Common Stock, of which 74,985,784.83 shares are issued and
outstanding; (ii) 350,000 shares of Series A Preferred, of which 337,582.50
shares are issued and outstanding, (iii) 142,500 shares of Series B Preferred,
of which 101,135.56657 shares are issued and outstanding and (iv) 7,500 shares
of Series C Preferred, of which 5,322.92456 shares are issued and outstanding
(and convertible into 266,146,228 shares of Common Stock). Under its current
stock option plans the Company is authorized to issue stock options for the
purchase of up to 2,630,000 shares of Common Stock.



                                       -3-

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         (b) The execution, delivery and performance of this Agreement have been
duly and validly authorized by the Company's board of directors. This Agreement
constitutes a valid and binding obligation of the Company, enforceable in
accordance with its terms.

         4. Representations and Warranties by Executive. In connection with the
execution and delivery of this Agreement, Executive represents and warrants to
the Company that:

         (a) This Agreement constitutes the legal, valid and binding obligation
of Executive, enforceable in accordance with its terms, and the execution,
delivery and performance of this Agreement by Executive does not and shall not
conflict with, violate or cause a breach of any agreement, contract or
instrument to which Executive is a party or any judgment, order or decree to
which Executive is subject.

         (b) Executive is not a party to or bound by any employment agreement,
noncompete agreement or confidentiality agreement with any person or entity
other than the Company or Publishing.

         (c) Executive has consulted with independent legal counsel regarding
his rights and obligations under this Agreement and that he fully understands
the terms and conditions contained herein. Executive has obtained advice from
persons other than the Company and its counsel regarding the tax effects of the
transaction contemplated hereby.

         (d) Executive has reviewed, or has had an opportunity to review, the
Investor Rights Agreement.

         5. Further Acknowledgment. Executive acknowledges and agrees that
neither the issuance of securities or the Options to him by the Company nor any
provision contained herein, therein or in any other agreement or document shall
entitle Executive to remain in the employment of Publishing or any of its
Affiliates.

                  B. VESTING AND REPURCHASE OF EXECUTIVE STOCK

         6. Vesting. Once granted, each Option shall vest in accordance with the
following schedule, if as of each such date Executive is, and has been,
continuously since the date hereof Employed by the Company:

                                             Cumulative Percentage
                     Date                      of Option Vested
            ------------------------- ---------------------------------

            December 31, 2002                       33.3%
            December 31, 2003                       66.7%
            December 31, 2004                      100.0%


If Executive ceases to be Employed by the Company on any date other than a date
set forth on the schedule above prior to December 31, 2004, the cumulative
percentage of each Option to become vested shall be determined on a pro rata
basis according to the number of days elapsed since the prior



                                       -4-

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date set forth on the schedule above (or, if prior to December 31, 2002, since
October 1, 2001) and any portion of such Option that was not vested on such date
on which Executive ceased to be Employed by the Company shall be deemed unvested
(except as provided in subparagraphs (i) through(iv) below). Notwithstanding the
foregoing:

                  (i) the unvested portion of each Option shall become fully
vested upon the consummation of a Sale of the Company if as of such date,
Executive is, and since the Effective Date has been, continuously Employed by
the Company through the date of the consummation of such Sale of the Company,

                  (ii) if the Company effects a pro rata redemption of any
portion of its outstanding Series A Preferred or the Series B Preferred owned by
the Investors, the Option for such series of stock will vest immediately prior
to such redemption to the extent needed so that the percentage of the Option
that has vested on a cumulative basis with respect to such series shall be equal
to the cumulative percentage of Series A Preferred or Series B Preferred, as
applicable, owned by such Investors (determined based on the highest number of
shares of such series that were ever issued and outstanding and owned by the
Investors as compared to the aggregate shares of such series that have been
redeemed by the Company) that is being redeemed (or has been redeemed) by the
Company. For the avoidance of doubt, this Section 6(ii) shall not apply to any
redemptions of Series A Preferred or Series B Preferred that the Company
undertakes pursuant to any purchase or repurchase rights it has or may have upon
the termination of employment of any current or former employee of the Company
or any of its Subsidiaries;

                  (iii) if Publishing terminates Executive's Company Employment
without Cause on a date following execution of the definitive agreement
providing for a Sale of the Company, Executive has since the Effective Date and
until such Termination been continuously Employed by the Company, and a Sale of
the Company is consummated within 9 months following such Termination and on
substantially the terms and with the purchaser(s) set forth in such agreement as
in effect prior to such Termination, then the unvested portion of each Option
shall become fully vested upon the consummation of such Sale of the Company; and

                  (iv) if Publishing terminates Executive's Company Employment
without Cause, Executive ceases to be Employed by the Company on account of his
resignation for Good Reason, or Executive ceases to be Employed by the Company
as a result of the death or Incapacity of Executive, the portion of each Option
which would have vested solely on account of the passage of time (and not any
vesting which would have occurred upon the happening of any other event) during
the 12 month period following such Termination on the pro rata basis described
above shall become immediately vested (with any remaining unvested portion of
such Option expiring and being forfeited). (For example, if such Termination
should occur on April 30, 2003, Executive's employment shall, for purposes of
the first two sentences of this Section 6, be deemed to have been terminated on
April 30, 2004 with the result that the cumulative percentage of Options which
would have vested through April 30, 2004, pursuant to the above table, shall be
deemed vested, but if there is a consummation of a Sale of the Company during
such 12-month period, Executive will not get the benefit of subsection (i) above
(i.e., will not get full vesting) and Executive shall not be considered as being
employed by the Company during such 12-month period for any purpose other than
such 12-month advanced vesting.)



                                       -5-

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         7.       Purchase Option.

         (a) Generally. Upon Termination, the Executive Stock, whether held by
Executive or one or more Permitted Transferees, will be subject to purchase by
the Company and the Investors pursuant to the terms and conditions set forth in
this Section 7 (the " Purchase Option").

                  (i) Termination With Cause; Resignation Other Than For Good
Reason. Upon a Termination with Cause or a resignation by Executive other than
for Good Reason on or prior to December 31, 2004, then the Company and the
Investors may elect to purchase all or any portion of the Executive Stock at a
price per share equal to the lesser of the Original Cost thereof and the Fair
Market Value thereof.

                  (ii) Termination Without Cause; Resignation For Good Reason;
Resignation Other Than For Good Reason After December 31, 2004; Death or
Incapacity. Upon a Termination (A) by Publishing without Cause, (B) resulting
from a resignation by Executive for Good Reason, (C) resulting from a
resignation by Executive other than for Good Reason after December 31, 2004 or
(D) resulting from Executive's death or Incapacity, the Executive Stock shall
not be subject to purchase hereunder.

         (b) Purchase Procedures. After a Termination giving rise to a right of
purchase under Section 7, the Company may elect to exercise the right to
purchase Executive Stock (in the amounts and for the prices set forth in Section
7(a)) pursuant to the Purchase Option by delivering written notice (the
"Purchase Notice") to the holder or holders of Executive Stock at any time prior
to the date which is six months after the Termination Date. The Purchase Notice
will set forth the number of shares of each class and type of Executive Stock to
be acquired from such holder(s), the aggregate consideration to be paid for such
shares of Executive Stock and the time and place for the closing of the
transaction. If any shares of Executive Stock are held by Permitted Transferees,
the Company shall purchase the shares each class and type of Executive Stock
elected to be purchased from such holder(s) of Executive Stock pro rata
according to the number of shares of such class and type of Executive Stock held
by such holder(s) at the time of delivery of such Purchase Notice (determined as
nearly as practicable to the nearest share).

         (c)      Rights of the Investors.

                  (i) If for any reason the Company does not elect to purchase
all of the Executive Stock pursuant to the Purchase Option, the Investors will
be entitled to exercise the Purchase Option, in the manner set forth in this
Section 7, for all or any portion of the shares of Executive Stock which the
Company has not elected to purchase (the "Available Shares"). As soon as
practicable after the Company determines that there will be any Available
Shares, but in any event upon the earlier of (A) the delivery of the Purchase
Notice and (B) the next business day following the expiration of the


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period during which the Company may exercise its right to purchase the
applicable shares of Executive Stock, the Company will deliver written notice
(the "Option Notice") to the Investors, setting forth the number of each class
and type of Available Shares and the price for each Available Share. Investors
holding a majority of the shares of Common Stock held by the Investors,
including shares of Common Stock issuable upon exercise or conversion of capital
stock, warrants or other rights held by Investors, may waive all or any rights
of the Investors pursuant to this Agreement, provided that no such waiver shall
be effective unless in writing.

                  (ii) The Investors will be permitted to purchase all or any
portion of the Available Shares by delivering written notice (an "Election
Notice") to the Company within 30 days after receipt of the Option Notice from
the Company (such 30-day period being referred to herein as the "Investor
Election Period"); provided that if more than one Investor elects to purchase
any or all Available Shares of any type or class and the number of Available
Shares of such type or class is less than the aggregate number of Available
Shares of such type or class elected to be purchased by such electing Investors,
each Investor shall be entitled to purchase the lesser of (i) the number of
shares of such type or class such Investor has elected to purchase as indicated
in the Election Notice or (ii) the number of shares of such type or class
obtained by multiplying the number of shares specified in the Option Notice by a
fraction, the numerator of which is the number of shares of Common Stock (on a
fully-diluted basis) held by such Investor and the denominator of which is the
aggregate number of shares of Common Stock (on a fully-diluted basis) held by
all electing Investors. If any Available Shares of such type or class remain
after giving effect to such allocation, such allocation shall be repeated until
either all of the Available Shares of such type or class requested to be
purchased by the electing Investors have been so allocated or no Available
Shares of such type or class are available for purchase.

         (d) Supplemental Purchase Notice. As soon as practicable but in any
event within five business days after the expiration of the Investor Election
Period, the Company will, if necessary, notify the holder(s) of Executive Stock
as to the number of shares of Executive Stock being purchased from such
holder(s) by the Investors (the "Supplemental Purchase Notice"). At the time the
Company delivers a Supplemental Purchase Notice to the holder(s) of Executive
Stock, the Company will also deliver to the Investors written notice setting
forth the number of shares of Executive Stock the Company and the Investors will
acquire, the aggregate purchase price to be paid and the time and place of the
closing of the transaction.

         (e) Closing. The closing of the transactions contemplated by this
Section 7 will take place on the date designated by the Company in the Purchase
Notice or the Supplemental Purchase Notice, as the case may be, which date will
not be more than 60 days after the delivery of the later of such notices, as the
case may be. The Company and/or the Investors, as the case may be, will pay for
the shares of Executive Stock to be purchased pursuant to the Purchase Option by
delivery of, (i) in the case of the Company, (A) a check payable to the
holder(s) of such shares of Executive Stock, (B) by offsetting any amounts owed
by Executive to Company under any bona fide debt for borrowed money of Executive
to the Company or its Affiliates against the price for such shares of Executive
Stock or (C) any combination of (A) and (B) in the aggregate amount of the
purchase price for such shares of Executive Stock, (ii) in the case of the
Investors, a check payable to the holder(s) of such shares of Executive Stock,
or (iii) in any such case, as the holder(s) of such shares of


                                       -7-

<PAGE>

Executive Stock and the purchaser(s) thereof may otherwise agree. The Company
and the Investors, as the case may be, will receive customary representations
and warranties from each seller of Executive Stock regarding the sale of the
Executive Stock, including but not limited to the representation that such
seller has good and marketable title to the shares of Executive Stock to be
transferred, free and clear of all liens, claims and other encumbrances. Any
Investor purchasing shares of Executive Stock pursuant to this Section 7 shall
at such time acknowledge its obligations pursuant to the last sentence of
Section 7(a)(i) above.

         (f) Restrictions on Repurchase. Notwithstanding anything to the
contrary contained in this Agreement, all repurchases of Executive Stock by the
Company shall be subject to applicable restrictions contained in the Delaware
General Corporation Law and in the Company's and its Subsidiaries' debt and
equity financing agreements. If any such restrictions prohibit the repurchase of
Executive Stock hereunder which the Company is otherwise entitled to make, the
time periods in this Section 7 applicable to repurchases by the Company, or
purchases by the Investors, of Executive Stock (other than repurchases of
Incentive Shares, as to which the time periods set forth in the Section 7 shall
not be suspended or extended) shall be suspended and shall resume at such time
as the Company is permitted to do so under such restrictions, so that the
Company and the Investors may make such repurchases and purchases of Executive
Stock (other than repurchases of Incentive Shares) during the balance of such
period following such time as the Company becomes permitted to make such
purchases under such restrictions.

         (g) Termination of Purchase Right. The right of the Company and the
Investors to purchase shares of Executive Stock pursuant to this Section 7 shall
terminate upon the earlier of (i) a Sale of the Company, or (ii) if Executive
remains Employed by the Company continuously from the Effective Date through the
fifth anniversary of such date, upon such fifth anniversary (unless Publishing
terminates Executive's employment for Cause thereafter).

         (h)      Additional Restrictions on Transfer.

                  (i) Until the fifth anniversary of the Effective Date,
Executive shall not Transfer any Executive Stock except (A) to a Permitted
Transferee in compliance with the provisions of Section 2D of the Investor
Rights Agreement (other than clause (i) thereof), (B) the sale of Executive
Stock pro rata with WS, based on holdings of Common Stock on a fully-diluted
basis, in a registered public offering effected pursuant to Section 9 or Section
10 of the Investor Rights Agreement, (C) sales of Executive Stock pursuant to
Section 2C of the Investor Rights Agreement, or (D) if, at any time after the
Company consummates a public offering of Common Stock which is registered under
the Securities Act and thereafter WS sells shares of Common Stock pursuant to
Rule 144 promulgated under the Securities Act, then at any time thereafter
Executive may sell up to the number of shares of Common Stock equal to (x) the
product of (i) the number of shares of Common Stock then held by Executive and
constituting Executive Stock, multiplied by (ii) a fraction, the numerator of
which is the aggregate number of shares of Common Stock sold by WS pursuant to
Rule 144 and the denominator of which is the aggregate, maximum number of shares
of Common Stock held by WS, calculated on a fully-diluted basis (e.g., including
shares issuable upon conversion of shares of stock held by WS) at any time after
the date hereof, minus (y) the aggregate number of shares of Common Stock sold
by Executive at or prior to such time pursuant to Rule 144.


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The restrictions set forth in this Section 7(h)(i) shall terminate upon the
consummation of a Sale of the Company. Notwithstanding anything in this
Agreement to the contrary, Executive shall not Transfer any interest in the
Option except pursuant to applicable laws of descent and distribution.

                  (ii) All Executive Stock is subject to the additional
restrictions on Transfer set forth in the Investor Rights Agreement.

                  (iii) In addition to any other legend required pursuant to the
Investor Rights Agreement or otherwise, any certificates representing the
Executive Stock shall bear the following legend:

         "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED
         ON ____________ ___, 2002, HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE
         SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE
         SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE
         SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO
         ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN PURCHASE OPTIONS AND
         CERTAIN OTHER AGREEMENTS SET FORTH IN AN AMENDED AND RESTATED EXECUTIVE
         AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER HEREOF DATED AS
         OF APRIL 30, 2002, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF
         AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."

                  (iv) Opinion of Counsel. Executive may not sell, transfer or
dispose of any Executive Stock (except pursuant to an effective registration
statement under the Securities Act) without first delivering to the Company an
opinion of counsel reasonably acceptable in form and substance to the Company
that registration under the Securities Act or any applicable state securities
law is not required in connection with such transfer.

                            C. EMPLOYMENT PROVISIONS

         8.       Employment. Publishing shall employ Executive, and Executive
hereby accepts employment with Publishing, upon the terms and conditions set
forth in this Agreement for the period beginning on the Effective Date and
ending as provided in Section 11 hereof (the "Employment Period").

         9.       Position and Duties.

         (a) During the Employment Period, Executive shall serve as the Chief
Financial Officer and Chief Operating Officer of Publishing and shall have the
normal duties, responsibilities and authority implied by such positions.
Executive shall hold similar positions with the Company and


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Ziff Davis Media Inc. ("Media") as well as any entity controlled by the Company
which the Board determines to be a key affiliate, and Executive shall have the
right to serve in the same positions with respect to all other Affiliates
controlled by the Company except to the extent (i) the Company's Chief Executive
Officer approves the election of another person to any such position, or (ii)
applicable law precludes Executive from holding such positions in a foreign
entity, provided that Executive shall not be entitled to any additional
compensation for serving in such positions. So long as Executive remains
employed in each of such positions with Publishing, the Company, Media and each
of such key Affiliates, Executive shall be deemed to be "Employed by the
Company" for purposes hereof, and if Executive ceases for any reason to be
employed in any of such positions with any of such entities, Executive will be
deemed to be no longer "Employed by the Company", and his "Company Employment"
shall be deemed to have ceased or terminated. For the avoidance of doubt,
Executive will be deemed to have resigned from "Company Employment" if Executive
resigns from any of such positions with Publishing, the Company, Media or any of
such key Affiliates.

         (b) Executive shall report directly to the Chief Executive Officer of
the Company and shall devote his best efforts and substantially all of his
business time and attention (except for vacation periods contemplated hereby,
periods of illness or other incapacity, reasonable time spent with respect to
civic and charitable activities, service on the boards of directors of other
companies as approved by the Board of the Company, provided that none of such
activities shall interfere with Executive's duties to Publishing, and other
permitted absences, if any, for which senior executive employees of Publishing
are generally eligible from time to time under Publishing's policies) to the
business and affairs of Publishing and its Affiliates. Executive shall perform
Executive's duties and responsibilities to the best of Executive's abilities in
a diligent, trustworthy, businesslike and efficient manner.

         10.      Base Salary; Benefits and Bonuses.

         (a) During the Employment Period, Executive's base salary shall be
$500,000 per annum, subject to an annual cost of living increase at the
beginning of each calendar year beginning January 1, 2003 at a rate equal to the
increase in the Consumer Price Index - All Urban Consumers for the New York area
during the prior year (but subject to a minimum annual increase of 2%), or such
higher rate as the Board of the Company may designate from time to time (the
"Base Salary"), which salary shall be payable by Publishing in regular
installments in accordance with Publishing's general payroll practices and shall
be subject to customary withholding.

         (b) In addition to the Base Salary, during the Employment Period
Executive shall be eligible to receive an annual bonus (the "Bonus") as follows:
(i) with regard to each of calendar years 2002, 2003 and 2004, Executive shall
have the opportunity to earn an annual target Bonus of up to $500,000, so long
as Executive remains Employed by the Company through December 31 of the
applicable calendar year and based upon the achievement of performance targets
for the applicable calendar year determined by the Chief Executive Officer and
the Board of the Company, which targets will include both quantitative and
qualitative objectives, provided that Executive's Bonus in respect of calendar
year 2002 will not be less then $250,000 (so long as Executive remains Employed
by the Company through December 31, 2002); and (ii) Executive shall be entitled
to an additional Bonus of $500,000 so long as Executive remains Employed by the
Company through December 31, 2004 and the Company generates consolidated EBITDA
for the twelve month period ended


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<PAGE>

December 31, 2004 of at least $125,000,000. Any such Bonus, if determined by the
Board of the Company in good faith to be payable, shall be payable within 90
days following the end of each calendar year during the Employment Period,
consistent with Publishing's policies. In addition to the foregoing, Executive
shall be entitled to a signing bonus of $200,000, which shall be paid in cash
(subject to customary withholding) promptly following the execution and delivery
of this Agreement by Executive.

         (c) During the Employment Period, (i) Executive shall be entitled to
participate in all of Publishing's employee benefit plans and programs for which
senior executive employees of Publishing are generally eligible, which shall
include, but shall not be limited to, health insurance, dental insurance, life
insurance, short-term and long-term disability insurance and participation in
Publishing's 401(k) plan and (ii) Executive shall be eligible for four (4) weeks
of paid vacation in accordance with the policies of Publishing. Executive's
right to participate in any employee benefit plans or programs of Publishing
shall be subject to Publishing's right to amend, modify or terminate any such
plan or program in accordance with its terms and applicable law and subject in
each case to any applicable waiting periods or other restrictions contained in
such benefit plans or programs.

         (d) Publishing shall reimburse Executive for all reasonable business
expenses incurred by Executive in the course of performing Executive's duties
under this Agreement which are consistent with Publishing's policies in effect
from time to time for senior executive employees of Publishing with respect to
travel, entertainment and other business expenses, subject to Publishing's
requirements with respect to reporting and documentation of such expenses.

         11.      Term; Termination; Severance.

         (a) The Employment Period commenced as of the Effective Date and shall
terminate on December 31, 2004; provided that (i) the Employment Period shall
terminate prior to such date upon Executive's death or Incapacity; (ii) the
Employment Period may be terminated by Publishing at any time prior to such date
with Cause or without Cause; and (iii) the Employment Period may be terminated
by Executive at any time for Good Reason or other than for Good Reason.

         (b) Upon any Termination, Executive shall be entitled to receive
Executive's Base Salary earned through the Termination Date, prorated on a daily
basis together with all accrued but unpaid vacation time earned by Executive
during the calendar year in which such Termination occurs and any Bonus in
respect of a prior, completed calendar year which is then due and owing and has
not been paid. Except as set forth in Section 11(d), Executive shall not be
entitled to receive Executive's Base Salary or any bonuses or other benefits
from Publishing for any period after the Termination Date.

         (c) In the event Executive's employment is terminated by Publishing
with Cause, upon a resignation by Executive from Company Employment other than
for Good Reason, or upon Executive's death or Incapacity, or upon any
Termination on or after December 31, 2004, Publishing shall have no obligation
to make any severance or other similar payment to or on behalf of Executive.



                                       -11-

<PAGE>

         (d) In the event that Executive's employment is terminated by
Publishing without Cause or upon a resignation by Executive from Company
Employment for Good Reason (in either case prior to December 31, 2004),
following such Termination and upon execution and delivery by Executive within
30 days after the Termination Date of a general release in favor of the Company
and its Affiliates, in form and substance satisfactory to Publishing, Publishing
shall pay Executive his annual Base Salary (as in effect on the Termination
Date) and provide Executive health insurance benefits through the Severance
Termination Date, and, if such Termination occurs during calendar years 2002,
2003 or 2004, pay to Executive, in the manner described in this paragraph, a
bonus payment calculated in accordance with the next two following sentences
(the "Termination Bonus Amount"). Such bonus payment would be (i) if Executive
is so terminated during calendar year 2002, the amount equal to $250,000
multiplied by a fraction, the numerator of which is the number of days elapsed
in 2002 prior to such Termination and the denominator of which is 365 (but in no
event less than $62,500), and (ii) for each of the calendar years 2003 and 2004,
50% of the amount of bonus, if any, paid by Publishing to Executive as required
by this Agreement in respect of the immediately prior calendar year. In
addition, if Executive's employment by Publishing is terminated during calendar
year 2004 by Publishing without Cause, by Executive with Good Reason or on
account of Executive's death or Incapacity during such calendar year, and the
Company generates consolidated EBITDA for the twelve month period ended December
31, 2004 of at least $125,000,000, the Termination Bonus Amount shall also
include a $500,000 payment, which payment shall be deemed in lieu of the amount
to which Executive would have been entitled pursuant to Section 10(b)(iii) above
had he remained Employed by the Company through December 31, 2004. Each
severance payment hereunder shall be payable in accordance with Publishing's
normal payroll procedures and cycles and shall be subject to withholding of
applicable taxes and governmental charges in accordance with federal and state
law. Such severance payments shall not be subject to reduction for any income
earned by Executive from other sources after Termination (and, consequently,
Executive shall have no duty to mitigate Publishing's severance obligations).
For purposes hereof, "Severance Termination Date" means the earlier of the date
which is one year and six months after the Termination Date or, so long as a
Sale of the Company has not occurred prior to the Termination Date, December 31,
2004; provided that in no event will the Severance Termination Date be earlier
than the first anniversary of the Termination Date. The Termination Bonus Amount
shall be payable in equal monthly increments over the period from the date of
determination thereof through the Severance Termination Date, and shall be paid
contemporaneously with payment of Base Salary during such period. After payment
of the severance amounts described in this Section 11(d), Publishing shall have
no obligation to make any further severance or other payment or provide any
other benefit to or on behalf of Executive. Notwithstanding the foregoing, in
the event that Executive shall breach any of Executive's obligations under any
of Sections 12, 13 and 14 of this Agreement (except any breach which Executive
carries the burden of proving is solely of a technical nature, is immaterial and
was inadvertent), then, in addition to any other rights that Publishing or the
Company may have under this Agreement or otherwise, Publishing shall be relieved
from and shall have no further obligation to pay Executive any amounts to which
Executive would otherwise be entitled pursuant to this Section 11.

                            D. ADDITIONAL AGREEMENTS

         12. Confidential Information. Executive acknowledges that by reason of
Executive's duties to and association with Publishing and its Affiliates,
Executive will have access to and will


                                       -12-

<PAGE>

become informed of Confidential Information (as defined in Section 16 below)
which is a competitive asset of Publishing and/or its Affiliates. Executive
agrees to keep in strict confidence and not, directly or indirectly, make known,
disclose, furnish, make available or use, any Confidential Information, except
for use in Executive's regular authorized duties on behalf of Publishing and its
Affiliates. Executive acknowledges that all documents and other property
including or reflecting Confidential Information furnished to Executive by
Publishing or any of its Affiliates or otherwise acquired or developed by
Publishing or any of its Affiliates or Executive or known by Executive shall at
all times be the property of Publishing and its Affiliates. Executive shall take
all necessary and appropriate steps to safeguard Confidential Information and
protect it against disclosure, misappropriation, misuse, loss and theft.
Executive shall deliver to Publishing at the termination of the Employment
Period, or at any other time Publishing may request, all memoranda, notes,
plans, records, reports, computer tapes, printouts and software and other
documents and data (and copies thereof) relating to the Confidential
Information, Work Product (as defined in Section 16 below) or the business of
Publishing or any of its Affiliates which Executive may then possess or have
under Executive's control.

         13.      Inventions and Patents.

         (a) Executive acknowledges that all Work Product is the exclusive
property of Publishing. Executive hereby assigns all right, title and interest
in and to all Work Product to Publishing. Any copyrightable works that fall
within the Work Product will be deemed "works made for hire" under Section
201(b) of the 1976 Copyright Act, and Publishing shall own all of the rights
comprised in the copyright therein; provided, however, that to the extent such
works may not, by operation of law, constitute "works made for hire," Executive
hereby assigns to Publishing all right, title and interest therein.

         (b) Executive shall promptly and fully disclose all Work Product to
Publishing and shall cooperate and perform all actions reasonably requested by
Publishing (whether during or after the Employment Period) to establish, confirm
and protect Publishing's right, title and interest in such Work Product. Without
limiting the generality of the foregoing, Executive agrees to assist Publishing,
at Publishing's expense, to secure Publishing's rights in the Work Product in
any and all countries, including the execution of all applications and all other
instruments and documents which Publishing shall deem necessary in order to
apply for and obtain rights in such Work Product and in order to assign and
convey to Publishing the sole and exclusive right, title and interest in and to
such Work Product. If Publishing is unable because of Executive's mental or
physical incapacity or for any other reason (including Executive's refusal to do
so after request therefor is made by Publishing) to secure Executive's signature
to apply for or to pursue any application for any United States or foreign
patents or copyright registrations covering Work Product belonging to or
assigned to Publishing pursuant to Section 13(a) above, then Executive hereby
irrevocably designates and appoints Publishing and its duly authorized officers
and agents as Executive's agent and attorney-in-fact to act for and in
Executive's behalf and stead to execute and file any such applications and to do
all other lawfully permitted acts to further the prosecution and issuance of
patents or copyright registrations thereon with the same legal force and effect
as if executed by Executive. Executive agrees not to apply for or pursue any
application for any United States or foreign patents or copyright registrations
covering any Work Product other than pursuant to this paragraph in circumstances


                                       -13-

<PAGE>

where such patents or copyright registrations are or have been or are required
to be assigned to Publishing.

         14.      Non-Compete, Non-Solicitation.

         (a) In further consideration of the compensation to be paid to
Executive hereunder, the Executive Stock to be made available for Executive's
purchase and the grant of the Options, Executive acknowledges that in the course
of Executive's employment with Publishing and its Affiliates, Executive will
during the Employment Period become familiar with Publishing's and its
Affiliates' (and their predecessors') trade secrets, business plans and business
strategies and with other Confidential Information concerning Publishing and its
Affiliates and that Executive's services have been and shall be of special,
unique and extraordinary value to Publishing and its Affiliates. Therefore,
Executive agrees that, during the Employment Period and for one (1) year
thereafter (such period, the "Noncompete Period"), Executive shall not directly
or indirectly own any interest in, manage, control, participate in (whether as
an officer, director, employee, partner, agent, representative or otherwise),
consult with, render services for, or in any other manner engage in, any of the
businesses (i) of International Data Group, Inc., CMP Media, Inc. (a subsidiary
of United News & Media PLC), or CNET Networks, Inc. (the "Restricted Persons"),
(ii) of any successor, assignee, partner, joint venture or collaboration
partner, subsidiary, division or Affiliate of any of the Restricted Persons, or
(iii) in which any of the Restricted Persons owns an interest or participates,
which any of the Restricted Persons manages or controls (whether as an officer,
director, employee, partner, agent, representative or otherwise), or with which
any of the Restricted Persons consults or to which any of the Restricted Persons
otherwise provides management or financial support. Nothing herein shall
prohibit Executive from being an owner, indirectly through a mutual fund or
other similar pooled investment vehicle, of a passive investment in the stock of
a corporation which is publicly traded, so long as Executive has no other
participation in the business of any such corporation.

         (b) During the Employment Period and for one (1) year thereafter,
Executive shall not directly or indirectly through another Person (i) induce or
attempt to induce any employee of Publishing or any Affiliate to leave the
employ of Publishing or such Affiliate, or in any way interfere with the
relationship between Publishing or any Affiliate and any employee thereof, (ii)
hire any person who was an employee of Publishing or any Affiliate at any time
during the one year period prior to the termination of the Employment Period,
(iii) call on, solicit or service any customer, supplier, licensee, licensor,
franchisee or other business relation of Publishing or any Affiliate in order to
induce or attempt to induce such Person to cease or reduce doing business with
Publishing or such Affiliate, or in any way interfere with the relationship
between any such customer, supplier, licensee or business relation and
Publishing or any Affiliate, including, without limitation, making any negative
statements or communications about Publishing or its Affiliates, or (iv)
directly or indirectly acquire or attempt to acquire any business in the United
States of America to which Publishing or any of its Affiliates has made an
acquisition proposal prior to the Termination Date relating to the possible
acquisition of such business (an "Acquisition Target") by Publishing or any of
its Affiliates, or take any action to induce or attempt to induce any
Acquisition Target to consummate any acquisition, investment or other similar
transaction with any Person other than Publishing or any of its Affiliates.



                                       -14-

<PAGE>

         15. Enforcement. If, at the time of enforcement of any of Sections 12,
13 and 14 of this Agreement, a court shall hold that the duration, scope, or
area restrictions stated herein are unreasonable under circumstances then
existing, the parties hereto agree that the maximum period, scope or
geographical area reasonable under such circumstances shall be substituted for
the stated period, scope or area and that the court shall be allowed and
directed to revise the restrictions contained herein to cover the maximum
period, scope and area permitted by law. Because Executive's services are unique
and because Executive has access to Confidential Information and Work Product,
the parties hereto agree that money damages would not be an adequate remedy for
any breach of this Agreement. Therefore, in the event a breach or threatened
breach of this Agreement, Publishing or its successors or assigns may, in
addition to other rights and remedies existing in their favor, apply to any
court of competent jurisdiction for specific performance and/or injunctive or
other relief in order to enforce, or prevent any violations of, the provisions
hereof (without posting a bond or other security). In addition, in the event of
an alleged breach or violation by Executive of Section 14, the period set forth
in such Section shall be tolled until such breach or violation has been duly
cured. Executive agrees that the restrictions contained in Section 14 are
reasonable and that Executive has received consideration in exchange therefor.

         16       Definitions.

                  "Affiliate" of a Person means any other person, entity or
investment fund controlling, controlled by or under common control with the
Person and, in the case of a Person which is a partnership, any partner of the
Person.

                  "Board" means the board of directors of the specified Person.

                  "Cause" means (i) the commission by Executive of a felony or a
crime involving moral turpitude, (ii) the commission of any other act or
omission by Executive constituting fraud against the Company or any of its
Subsidiaries, or the violation of the duty of loyalty to the Company and/or its
Subsidiaries under applicable law, (iii) substantial failure by Executive to act
as reasonably directed by the Chief Executive Officer or the Board of the
Company which failure, if curable, is not cured within 15 days after notice
thereof to Executive, (iv) willful or reckless misconduct or, if curable, gross
negligence by Executive which is not cured within 15 days after written notice
thereof to Executive, with respect to the Company or any of its Subsidiaries, or
(v) any other material breach by Executive of this Agreement or company policy
established by the Chief Executive Officer or the Board of the Company, which
breach, if curable, is not cured within 15 days after written notice thereof to
Executive.

                  "Certificate of Incorporation" means the Company's certificate
of incorporation in effect at the time as of which any determination is being
made.

                  "Code" means the Internal Revenue Code of 1986, as amended,
and any reference to any particular Code section shall be interpreted to include
any revision of or successor to that section regardless of how numbered or
classified.

                  "Confidential Information" means all information of a
confidential or proprietary nature (whether or not specifically labeled or
identified as "confidential"), in any form or medium,


                                       -15-

<PAGE>

that is or was disclosed to, or developed or learned by, Executive in connection
with Executive's relationship with the Company or any of its Affiliates prior to
the date hereof or during the Employment Period and that relates to the
business, products, services, financing, research or development of the Company
or any of its Affiliates or their respective suppliers, distributors or
customers. Confidential Information includes, but is not limited to, the
following: (i) internal business information (including information relating to
strategic and staffing plans and practices, business, training, marketing,
promotional and sales plans and practices, cost, rate and pricing structures,
accounting and business methods); (ii) identities of, individual requirements
of, specific contractual arrangements with, and information about, any of the
Company's or any of its Affiliates' suppliers, distributors and customers and
their confidential information; (iii) trade secrets, know-how, compilations of
data and analyses, techniques, systems, formulae, research, records, reports,
manuals, documentation, models, data and data bases relating thereto; (iv)
inventions, innovations, improvements, developments, methods, designs, analyses,
drawings, reports and all similar or related information (whether or not
patentable); and (v) Acquisition Targets and potential acquisition candidates.
Confidential Information shall not include information that Executive can
demonstrate: (a) is or becomes publicly known through no wrongful act or breach
of obligation of confidentiality; (b) was rightfully received by Executive from
a third party (other than ZD, Inc. or any of its successors or Affiliates)
without a breach of any obligation of confidentiality by such third party; (c)
was known to Executive prior to his employment with Publishing and its
Affiliates, or (d) is required to be disclosed pursuant to any applicable law or
court order; provided, however, that Executive provides Publishing with prior
written notice of the requirement for disclosure that details the Confidential
Information to be disclosed and cooperates with Publishing to preserve the
confidentiality of such information to the extent possible.

                  "Common Stock" means the Company's Common Stock, $.01 par
value per share.

                  "EBITDA" for any year means the consolidated net income of the
Company and its Subsidiaries for such year plus, to the extent deducted in
determining such net income, interest expense, provisions for taxes,
depreciation and amortization, calculated before extraordinary gains and losses,
treating as an expense all bonuses contemplated hereby (other than the bonus
payable pursuant to Section 10(b)(ii) above) or under similar arrangements
(whether paid in cash or otherwise payable) with other employees of the Company
and its Subsidiaries, and without reduction for any charge in respect of the
Option, and calculated in accordance with generally accepted accounting
principles and determined from the Company's audited annual financial statements
for such year.

                  "Executive Stock" means, collectively, the Option Shares
(including any Unexercised Option Shares) and any other Stock or equity
securities hereafter acquired or acquirable by Executive. Such Stock shall
continue to be Executive Stock in the hands of any holder (except for the
Company, the Investors and transferees in a Public Sale consummated in
accordance with this Agreement and the Investor Rights Agreement), and except as
otherwise provided herein, each such other holder of Executive Stock shall
succeed to all rights and obligations attributable to Executive as a holder of
Executive Stock hereunder. Executive Stock shall include both vested and
unvested Executive Stock and shall include interests in the Company issued with
respect to Executive Stock including, without limitation, by way of any
recapitalization.



                                       -16-

<PAGE>

                  "Exercise Price" means with respect to an Option Share, the
amount payable by Executive to the Company in connection with the exercise of an
Option to purchase such Option Share.

                  "Fair Market Value" shall mean:

                  (a) with respect to each share of Executive Stock which is
listed on any stock exchange or quoted in the NASDAQ System or the
over-the-counter market, the average of the closing prices of the sale of any
such share on all stock exchanges on which such security may at the time be
listed, or, if there have been no sales on any such exchange on any day, the
average of the highest bid and lowest asked prices on all such exchanges at the
end of such day, or, if on any day such security is not so listed, the average
of the representative bid and asked prices quoted in the NASDAQ System as of
4:00 P.M., New York time, or, if on any day such security is not quoted in the
NASDAQ System, the average of the highest bid and lowest asked prices on such
day in the domestic over-the-counter market as reported by the National
Quotation Bureau Incorporated, or any similar successor organization, in each
such case averaged over a period of 21 days consisting of the day as of which
the Fair Market Value is being determined and the 20 consecutive business days
prior to such day; and

                  (b) with respect to each share of Executive Stock which is
not, as of the date of determination, listed on any stock exchange or quoted in
the NASDAQ System or the over-the-counter market, the Fair Market Value thereof
shall be the amount which each such share of Executive Stock would receive upon
a liquidating distribution, in accordance with the Certificate of Incorporation,
of the proceeds of a sale of the Company and its Subsidiaries as a going concern
at market value as determined in good faith mutually by the Board of the Company
and Executive and in accordance with the Certificate of Incorporation and
determined as of the Termination Date; provided that if the parties cannot agree
on Fair Market Value within 30 days after the delivery of the earlier of the
Purchase Notice or the Supplemental Purchase Notice, the Fair Market Value will
be decided by a mutually acceptable independent investment bank and if the
parties are unable to agree on such an investment bank, one shall be chosen by
lot from four nationally recognized investment banks, two of which shall be
designated by the Company and two of which shall be designated by Executive. The
determination of the investment bank pursuant hereto will be final and binding
and the fees and expenses of such investment bank shall be shared equally by the
Company and Executive. Any determination of Fair Market Value of any Share of
Executive Stock shall take into account, in the event of any resignation by
Executive other than for Good Reason, any diminution in the value of the Company
as a result of the loss of Executive's services to the Company and its
Affiliates.

                  "Good Reason" means the occurrence, without Executive's
consent, of any of the following: (a) unless corrected within 15 days after
written notice by Executive to Chief Executive Officer and the Board of the
Company of objection thereto, the assignment to Executive of any significant
duties materially inconsistent with Executive's status as the Chief Financial
Officer and Chief Operating Officer of the Company (and its controlled
Affiliates other than foreign entities where prohibited by applicable law and
except to the extent the Chief Executive Officer approved the election of
another person to any such position) or a diminution of Executive's title(s), or
a substantial adverse alteration in the nature or status of Executive's
responsibilities; (b) a reduction


                                       -17-

<PAGE>

in Executive's annual Base Salary as contemplated hereby, except for
across-the-board salary reductions similarly affecting all senior executives of
Publishing; or (c) the Board of the Company requires Executive to relocate from
the New York metropolitan area.

                  "Incapacity" means the disability of Executive caused by any
physical or mental injury, illness or incapacity as a result of which Executive
is unable to effectively perform the essential functions of Executive's duties
as determined by the Board of the Company in good faith, for a period of 90
consecutive days or a period of 120 days during any 180-day period.

                  "Independent Third Party" means any Person who, immediately
prior to the contemplated transaction, does not own in excess of 5% of the
Company' Common Stock on a fully diluted basis (a "5% Owner"), who is not
controlling, controlled by or under common control with any such 5% Owner and
who is not the spouse or descendent (by birth or adoption) of any such 5% Owner
or a trust for the benefit of such 5% Owner and/or such other Persons.

                  "Investors" has the meaning given such term in the Investor
Rights Agreement.

                  "Investor Rights Agreement" means that certain Investor Rights
Agreement, dated as of April 5, 2000 by and among the Company and the Company's
stockholders, as such agreement may be amended from time to time in accordance
with its terms.

                  "Option Shares" shall mean (a) all shares of capital stock of
the Company issued or issuable upon the exercise of an Option and (b) all shares
of capital stock of the Company issued with respect to the capital stock
referred to in clause (a) above by way of a stock dividend or stock split or in
connection with any conversion, merger, consolidation or recapitalization or
other reorganization affecting such capital stock. Option Shares shall continue
to be Option Shares in the hands of any holder other then Executive (except for
the Company, the Investors and transferees in a Public Sale consummated in
accordance with this Agreement and the Investor Rights Agreement), and each such
transferee thereof shall succeed to the rights and obligations of a holder of
Option Shares hereunder.

                  "Original Cost" of any share of Executive Stock means the
price paid by Executive for such share of Executive Stock.

                  "Permitted Transferee" means any permitted transferee of Stock
pursuant to a transfer in accordance with Section 2D of the Investor Rights
Agreement.

                  "Person" means an individual or a corporation, partnership,
limited liability company, trust, unincorporated organization, association or
other entity.

                  "Prior Equity Financings" means that series of equity
financings that were undertaken by the Company and WS Fund III between May 2001
and March 2002 pursuant to which WS Fund III purchased an aggregate of
98,285.567 shares of Series B Preferred and 5,172.925 shares of Series C
Preferred for an aggregate purchase price of $103,458,491.00.



                                       -18-

<PAGE>

                  "Public Sale" means any sale of Stockholder Shares to the
public pursuant to an offering registered under the Securities Act or to the
public through a broker, dealer or market maker pursuant to the provisions of
Rule 144 adopted under the Securities Act.

                  "Sale of the Company" means the sale of the Company to an
Independent Third Party or group of Independent Third Parties pursuant to which
such party or parties acquire (i) ownership or voting rights to capital stock of
the Company possessing the voting power to elect a majority of the Board of the
Company (whether by merger, consolidation or sale or transfer of the Company's
capital stock) or (ii) all or substantially all of the assets of the Company
determined on a consolidated basis.

                  "Securities Act" means the Securities Act of 1933, as amended
from time to time.

                  "Series A Preferred" means the Company's Series A Preferred
Stock, $.01 par value per share.

                  "Series B Preferred" means the Company's Series B Preferred
Stock, $.01 par value per share.

                  "Series C Preferred" means the Company's Series C Preferred
Stock, $.01 par value per share.

                  "Series D Preferred" means the Company's Series D Preferred
Stock, $.01 par value per share.

                  "Stockholder Shares" has the meaning given such term in the
Investor Rights Agreement.

                  "Subsidiary" means, with respect to any Person, any
corporation, limited liability company, partnership, association or business
entity of which (i) if a corporation, a majority of the total voting power of
shares of stock entitled (without regard to the occurrence of any contingency)
to vote in the election of directors, managers or trustees thereof is at the
time owned or controlled, directly or indirectly, by that Person or one or more
of the other Subsidiaries of that Person or a combination thereof, or (ii) if a
limited liability company, partnership, association or other business entity
(other than a corporation), a majority of partnership or other similar ownership
interest thereof is at the time owned or controlled, directly or indirectly, by
any Person or one or more Subsidiaries of that Person or a combination thereof.
For purposes hereof, a Person or Persons shall be deemed to have a majority
ownership interest in a limited liability company, partnership, association or
other business entity (other than a corporation) if such Person or Persons shall
be allocated a majority of limited liability company, partnership, association
or other business entity gains or losses or shall be or control any managing
director or general partner of such limited liability company, partnership,
association or other business entity. For purposes hereof, references to a
"Subsidiary" of the Company shall be given effect only at such times that the
Company has one or more Subsidiaries, and, unless otherwise indicated, the term
"Subsidiary" refers to a Subsidiary of the Company.



                                       -19-

<PAGE>

                  "Termination" means such time as of which Executive ceases to
be Employed by the Company, for any reason, whether on account of termination by
Publishing, resignation by Executive, Executive's death or Incapacity or
otherwise.

                  "Termination Date" means the date on which Termination occurs.

                  "Transfer" has the meaning given such term in the Investor
Rights Agreement.

                  "Work Product" means all inventions, innovations,
improvements, developments, methods, processes, designs, analyses, drawings,
reports and all similar or related information (whether or not patentable or
reduced to practice or comprising Confidential Information) and any
copyrightable work, trade mark, trade secret or other intellectual property
rights (whether or not comprising Confidential Information) and any other form
of Confidential Information, any of which relate to Publishing's or any of its
Affiliates' actual or anticipated business, research and development or existing
or future products or services and which were or are conceived, reduced to
practice, contributed to, developed, made or acquired by Executive (whether
alone or jointly with others) while employed (both before and after the date
hereof) by Publishing (or its successors or assigns) and its Affiliates.

                  "WS" has the meaning given such term in the Investor Rights
Agreement.

                  " WS Fund III" means, collectively, Willis Stein & Partners
III, L.P., Willis Stein & Partners Dutch III-A, L.P., Willis Stein & Partners
Dutch III-B, L.P. and Willis Stein & Partners III-C, L.P.

         17. Notices. Any notice provided for in this Agreement must be in
writing and must be either personally delivered, mailed by first class mail
(postage prepaid and return receipt requested) or sent by reputable overnight
courier service (charges prepaid) to the recipients at the address indicated
below:

    If to Executive:             Bart Catalane
                                 33 Benson's Point Court
                                 Stony Point, NY 10980

    If to the Company:           Ziff Davis Holdings, Inc.
                                 28 E. 28th Street
                                 New York, NY 10016
                                 Attention: Chief Executive Officer

    with a copy to:              Ziff Davis Holdings, Inc.
                                 28 E. 28th Street
                                 New York, NY 10016
                                 Attention: General Counsel

    and                          Willis, Stein & Partners Management III, L.L.C.
                                 One North Wacker, Suite 4800
                                 Chicago, IL 60606
                                 Attn:    Avy H. Stein
                                          Daniel H. Blumenthal

                                       -20-

<PAGE>

    and                          Kirkland & Ellis
                                 200 East Randolph Drive
                                 Chicago, IL 60601
                                 Attn:    John A. Weissenbach
                                          David A. Breach

    If to WS or the Investors:   Willis, Stein & Partners Management III, L.L.C.
                                 One North Wacker, Suite 4800
                                 Chicago, IL 60606
                                 Attn:    Avy H. Stein
                                          Daniel H. Blumenthal

    with a copy to               Kirkland & Ellis
                                 200 East Randolph Drive
                                 Chicago, IL 60601
                                 Attn:    John A. Weissenbach
                                          David A. Breach

or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement shall be deemed to have been given five days after
deposit in the U.S. mail, if mailed, or otherwise when so delivered or sent
otherwise.

         18.      General Provisions.

         (a) Transfers in Violation of Agreement. Any Transfer or attempted
Transfer of any Stock or the Option in violation of any provision of this
Agreement shall be void, and the Company shall not record such Transfer on its
books or treat any purported transferee of such Stock or such Option as the
owner of such Stock or such Option for any purpose.

         (b) Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.

         (c) Complete Agreement. This Agreement, those documents expressly
referred to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter


                                       -21-

<PAGE>

hereof in any way (including, without limitation, the Prior Agreement, which is
hereby superseded in its entirety and terminated).

         (d) Counterparts. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.

         (e) Successors and Assigns. Except as otherwise provided herein, this
Agreement shall bind and inure to the benefit of and be enforceable by
Executive, the Company, Publishing the Investors and their respective successors
and assigns; provided that the rights and obligations of Executive under this
Agreement shall not be assignable except in connection with a permitted transfer
of Stock hereunder.

         (f) Governing Law. The corporate law of the State of Delaware will
govern all issues concerning the relative rights of the Company and its
stockholders. All other issues concerning this Agreement shall be governed by
and construed in accordance with the laws of the State of New York without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdiction) that would cause the
application of the law of any jurisdiction other than the State of New York.

         (g) Remedies. Each of the parties to this Agreement shall be entitled
to enforce its rights under this Agreement specifically, to recover damages and
costs (including reasonable attorney's fees) caused by any breach of any
provision of this Agreement and to exercise all other rights existing in its
favor. The parties hereto agree and acknowledge that money damages would not be
an adequate remedy for any breach of the provisions of this Agreement and that
any party may in its sole discretion apply to any court of law or equity of
competent jurisdiction (without posting any bond or deposit) for specific
performance and/or other injunctive relief in order to enforce or prevent any
violations of the provisions of this Agreement.

         (h) Survival. The provisions set forth in Section 4, Section 7 and
Sections 12 through 18 shall survive and continue in full force and effect in
accordance with their terms notwithstanding any termination of the Employment
Period.

         (i) Amendment and Waiver. The provisions of this Agreement may be
amended and waived only with the prior written consent of the Company,
Publishing, Executive and WS Fund III.

         (j) Third-Party Beneficiaries. The parties hereto acknowledge and agree
that the Investors are third party beneficiaries of this Agreement. This
Agreement will inure to the benefit of and be enforceable by the Investors and
their respective successors and assigns, subject to amendment or waiver as
provided in subparagraph (i) foregoing.

                            *      *      *      *




                                       -22-

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have executed this
Executive Agreement on the date first written above.



                            ZIFF DAVIS HOLDINGS, INC.

                            By: /s/ Carolyn Schurr-Levin
                                -------------------------
                            Its: Vice President and General Counsel
                                 ----------------------------------




                            ZIFF DAVIS PUBLISHING, INC.


                            By: /s/ Carolyn Schurr-Levin
                                -------------------------
                            Its:  Vice President and General Counsel
                                 ----------------------------------





                            EXECUTIVE:
                            /s/ Bart W. Catalane
                            ---------------------
                            Bart W. Catalane



<PAGE>

                     Consent to Amendment of Prior Agreement

WS Fund III hereby consents to the amendment and restatement of that Executive
Agreement by and between Ziff Davis Holdings Inc., Ziff Davis Publishing Inc.
and Bart Catalane dated November 8, 2001. This signature is solely for the
purpose of consenting to such amendment and shall not have any other
significance or effect.

                          WILLIS STEIN & PARTNERS III, L.P.
                          WILLIS STEIN & PARTNERS DUTCH III-A, L.P.
                          WILLIS STEIN & PARTNERS DUTCH III-B, L.P.
                          WILLIS STEIN & PARTNERS III-C, L.P.

                          By:    Willis Stein & Partners Management III, L.P.
                          Its:   General Partner

                          By:    Willis Stein & Partners Management III, L.L.C.
                          Its:   General Partner


                          By:    /s/ Avy H. Stein
                                 -----------------------------------------------
                          Its:   Member















                                      -2-

<PAGE>

                                    EXHIBIT A

                            Form of Option Agreement

See attached.





















                                      A-1

</TEXT>
</DOCUMENT>
