ZIFF DAVIS MEDIA INC
STOCK PURCHASE AGREEMENT DATED JULY 13, 2001
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>dex103.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT DATED JULY 13, 2001
<TEXT>
<PAGE>




                                                                    Exhibit 10.3

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                            ZIFF DAVIS HOLDINGS INC.

                            STOCK PURCHASE AGREEMENT

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                            Dated as of July 13, 2001

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                                TABLE OF CONTENTS


                                                                   Page

Section 1.  Authorization and Closing ......................................  1
1A.         Authorization of the Preferred Stock ...........................  1
1B.         Purchase and Sale of the Stock .................................  1
1C.         The Closing ....................................................  2

Section 2.  Conditions of the Purchasers' Obligation at the Closing ........  2
2A.         Representations and Warranties; Covenants ......................  2
2B.         Third Amended and Restated Certificate of Incorporation ........  2
2C.         Securities Law Compliance ......................................  2
2D.         Closing Documents ..............................................  2
2E.         Proceedings ....................................................  3
2F.         Compliance with Applicable Laws ................................  3
2G.         Waiver .........................................................  3

Section 3.  Transfer of Restricted Securities ..............................  3
3A.         General Provisions .............................................  3
3B.         Opinion Delivery ...............................................  3
3C.         Legend .........................................................  3
3D.         Legend Removal .................................................  4

Section 4.  Representations and Warranties of the Company ..................  4
4A.         Organization, Corporate Power and Licenses .....................  4
4B.         Capital Stock and Related Matters ..............................  4
4C.         Authorization; No Breach .......................................  5
4D.         Litigation, etc. ...............................................  5
4E.         Brokerage ......................................................  6
4F.         Governmental Consent, etc. .....................................  6
4G.         Investment Company .............................................  6

Section 5.  Representations and Warranties of the Purchasers ...............  6
5A.         Purchasers' Investment Representations .........................  6

Section 6.  Definitions ....................................................  7
6A.         Definitions ....................................................  7

Section 7.  Miscellaneous ..................................................  8
7A.         Expenses .......................................................  8
7B.         Subsequent Employee Agreements .................................  9
7C.         Indemnification ................................................  9
7D.         Survival of Representations and Warranties .....................  9
7E.         Remedies .......................................................  9
7F.         Consent to Amendments ..........................................  9
7G.         Successors and Assigns ......................................... 10


                                       i

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7H.         Severability ................................................... 10
7I.         No Third Party Beneficiaries ................................... 10
7J.         Counterparts ................................................... 10
7K.         Descriptive Headings; Interpretation ........................... 10
7L.         Governing Law .................................................. 10
7M.         Notices ........................................................ 10
7N.         No Strict Construction ......................................... 11




                                       ii

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Schedules and Exhibits


List of Exhibits
List of Disclosure Schedules



                                       iii

<PAGE>


                            STOCK PURCHASE AGREEMENT

     THIS AGREEMENT (this "Agreement") is made as of July 13, 2001, by and among
Ziff Davis Holdings Inc., a Delaware corporation (the "Company") and the
purchasers listed on the attached Schedule of Purchasers (the "Purchasers").
Except as otherwise indicated herein, capitalized terms used herein are defined
in Section 6 hereof.

WHEREAS, the Company and the Purchasers are parties to a Stock Purchase
Agreement (the "Prior Agreement") dated as of May 2, 2001 pursuant to which the
Purchasers purchased an aggregate of 20,000 shares of Series A-2 Preferred
Stock, $.01 par value per share ("Series A-2 Preferred Stock") for an aggregate
purchase price of $20,000,000.

WHEREAS, the Company desires to sell to the Purchasers, and the Purchasers
desire to purchase from the Company, an aggregate of $70,735,566.57 of the
Company's Series B Preferred Stock, par value $.01 per share ("Series B
Preferred Stock"), and an aggregate of $3,722,924.56 of the Company's Series C
Convertible Preferred Stock, $.01 par value per share ("Series C Preferred
Stock" and together with the Series B Preferred Stock, the "Preferred Stock").

WHEREAS, a portion of the consideration to be paid by the Purchasers in
connection with the purchase of Series B Preferred Stock and Series C Preferred
Stock will be paid through the exchange and cancellation of the existing Series
A-2 Preferred Stock owned by the Purchasers, which Series A-2 Preferred Stock
was purchased for $20,000,000 and has $458,491.13 of accrued and unpaid
dividends as of the date of this Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound,
agree as follows:

Section 1.        Authorization and Closing.

     11. Authorization of the Preferred Stock. The Company shall (prior to
Closing, as defined below) authorize the issuance and sale to the Purchasers of
70,735.56657 shares of its Series B Preferred Stock, and 3,722.92456 shares of
its Series C Preferred Stock, having the rights and preferences set forth in the
Third Restated Certificate of Incorporation attached as Exhibit A hereto.

     12. Purchase and Sale of the Stock. On the basis of the representations,
warranties, covenants and agreements set forth herein, but subject to the terms
and conditions set forth herein (including without limitation the condition set
forth in Section 1C below), at the Closing the Company shall sell to the
Purchasers and the Purchasers shall purchase from the Company an aggregate of
70,735.56657 shares of Series B Preferred Stock for an aggregate purchase price
of $70,735,566.57 and 3,722.92456 shares of Series C Preferred Stock for an
aggregate purchase price of $3,722,924.56 which shares of Preferred Stock shall
be purchased by the Purchasers in accordance with the Schedule of Purchasers
attached hereto.

     13. The Closing. The closing of the purchase and sale of the Stock (the
"Closing") shall take place at the offices of Kirkland & Ellis, 200 East
Randolph Drive, Chicago, IL 60601, at

<PAGE>


10:00 a.m. on July 13, 2001, or at such other place or on such other date as may
be mutually agreeable to the Company and the Purchasers. At the Closing, the
Company shall deliver to the Purchasers stock certificates evidencing the
Preferred Stock to be purchased by each such Purchaser, registered in the
Purchaser's or its nominee's name, upon payment of the purchase price thereof by
(i) the exchange and cancellation of 20,000 shares of Series A-2 Preferred Stock
owned by the Purchasers and (ii) by wire transfer of immediately available funds
in the aggregate amount of $54,000,000.

     Section 2. Conditions of the Purchasers' Obligation at the Closing. The
obligations of the Purchasers to purchase and pay for the Preferred Stock at the
Closing is subject to the satisfaction as of the Closing of the following
conditions:

     21. Representations and Warranties; Covenants. The representations and
warranties contained in Section 4 hereof shall be true and correct in all
material respects at and as of the Closing as though then made, except to the
extent of changes caused by the execution, delivery and performance of the
agreements expressly referred to in this Section 2, and the Company shall have
performed in all material respects all of the covenants and agreements required
to be performed by it hereunder prior to or at the Closing.

     22. Third Amended and Restated Certificate of Incorporation. The Company's
Restated Certificate of Incorporation shall have been amended and restated to
include the provisions set forth in Exhibit A hereto, shall be in full force and
effect under the laws of Delaware as of the Closing as so amended and shall not
have been further amended or modified.

     23. Securities Law Compliance. The Company shall have made all filings
under all applicable federal and state securities laws necessary to consummate
the issuance of the Securities pursuant to this Agreement in compliance with
such laws.

     24. Closing Documents. The Company shall have delivered to the Purchaser
all of the following documents:

          (i) an Officer's Certificate, dated the date of the Closing, stating
     that the conditions specified in Sections 2A and 2B, have been fully
     satisfied;

          (ii) certified copies of the resolutions duly adopted by the Company's
     board of directors authorizing the execution, delivery and performance of
     this Agreement, the filing of the Third Amended and Restated Certificate of
     Incorporation referred to in Section 2B, the issuance and sale of the
     Preferred Stock, and the consummation of all other transactions
     contemplated by this Agreement (the "Transactions");

          (iii) certified copies of the Company's Third Amended and Restated
     Certificate of Incorporation and Bylaws, each as in effect at the Closing;

          (iv) certificates evidencing the Preferred Stock, issued in the
     Purchasers' respective names; and


                                       -2-

<PAGE>


          (v) such other documents relating to the Transactions as the
     Purchasers or their special counsel may reasonably request.

     25. Proceedings. All corporate and other proceedings taken or required to
be taken by the Company in connection with the Transactions to be consummated at
or prior to the Closing and all documents incident thereto shall be reasonably
satisfactory in form and substance to the Purchasers.

     26. Compliance with Applicable Laws. The purchase of the Securities by the
Purchasers hereunder shall not be prohibited by any applicable law or
governmental rule or regulation.

     27. Waiver. Any condition specified in this Section 2 may be waived if
consented to by the Purchasers.


     Section 3. Transfer of Restricted Securities.

     31. General Provisions. In addition to restrictions on transfer contained
in the Investor Rights Agreement, shares of Restricted Stock are transferable
only pursuant to (i) Public Offerings registered under the Securities Act, (ii)
Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar
rule or rules then in force) if such rule is available and (iii) subject to the
conditions specified in Section 3B below, any other legally available means of
transfer.

     32. Opinion Delivery. In connection with the transfer of any shares of
Restricted Stock (other than a transfer described in Section 3A(i) or (ii)
above), upon the request of the Company, the holder thereof shall deliver
written notice to the Company describing in reasonable detail the transfer or
proposed transfer, together with an opinion of Kirkland & Ellis or other counsel
which (to the Company's reasonable satisfaction) is knowledgeable in securities
law matters to the effect that such transfer of shares of Restricted Stock may
be effected without registration of such shares under the Securities Act. In
addition, if the holder of the shares of Restricted Stock delivers to the
Company an opinion of Kirkland & Ellis or such other counsel that no subsequent
transfer of such shares shall require registration under the Securities Act, the
Company shall promptly upon such contemplated transfer deliver new certificates
for such shares which do not bear the Securities Act legend set forth in Section
3C. If the Company is not required to deliver new certificates for such shares
not bearing such legend, the holder thereof shall not transfer the same until
the prospective transferee has confirmed to the Company in writing its agreement
to be bound by the conditions contained in this Section 3.

     33. Legend. Each certificate representing shares of Restricted Stock shall
be imprinted with a legend in substantially the following form:

         "The securities represented by this certificate were originally issued
         on May 2, 2001, and have not been registered under the Securities Act
         of 1933, as amended or any applicable state securities laws. The
         transfer of the securities represented by this certificate is subject
         to the conditions specified in a Stock Purchase Agreement dated as of
         May 2, 2001 and an Investor Rights Agreement, dated as of April 5, 2000
         as


                                       -3-

<PAGE>



         amended and modified from time to time, between the issuer (the
         "Company") and certain investors, and the Company reserves the right to
         refuse the transfer of such securities until such conditions have been
         fulfilled with respect to such transfer. A copy of such conditions
         shall be furnished by the Company to the holder hereof upon written
         request and without charge."

     34. Legend Removal. If any shares of Restricted Stock become eligible for
sale pursuant to Rule 144(k), the Company shall, upon the request of the holder
of such Restricted Securities, remove the legend set forth in Section 3C from
the certificates for such Restricted Securities.

     Section 4. Representations and Warranties of the Company. As a material
inducement to the Purchasers to enter into this Agreement and purchase the
Preferred Stock hereunder, the Company hereby represents and warrants to each
Purchasers as of the date hereof as follows:

     41. Organization, Corporate Power and Licenses. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of Delaware and is qualified to do business in every jurisdiction in which the
failure to so qualify would reasonably be expected to have a material adverse
effect on the financial condition, operating results, assets, operations or
business prospects of the Company and its Subsidiaries taken as a whole. The
Company possesses all requisite corporate power and authority and all material
licenses, permits and authorizations necessary to own and operate its
properties, to carry on its businesses as now conducted and presently proposed
to be conducted and to carry out the transactions contemplated by this Agreement
(including, without limitation, the issuance of the Preferred Stock hereunder).
The copies of the Company's Third Amended and Restated Certificate of
Incorporation and Bylaws which have been furnished to the Purchasers reflect all
amendments made thereto at any time prior to the date of this Agreement and are
correct and complete.


                                       -4-

<PAGE>

     42. Capital Stock and Related Matters.


          (i) As of the Closing and immediately thereafter, the authorized
     capital stock of the Company shall consist of (a) 120,000,000 shares of
     Common Stock, of which 76,049,301.77 shares shall be issued and
     outstanding; (b) 350,000 shares of Series A Preferred Stock, of which
     337,582.50 shares shall be issued and outstanding, (c) 142,500 shares of
     Series B Preferred Stock, of which 70,735.56657 shares shall be issued and
     outstanding and (d) 7,500 shares of Series C Preferred Stock, of which
     3,722.92456 shares shall be issued and outstanding. The attached
     Capitalization Schedule sets forth the ownership of the Company as of and
     immediately after the Closing. As of the Closing, the Company shall not
     have outstanding (or any commitments to issue) any stock or securities
     convertible or exchangeable for any shares of its capital stock or
     containing any profit participation features, nor shall it have outstanding
     any rights or options to subscribe for or to purchase its capital stock or
     any stock or securities convertible into or exchangeable for its capital
     stock or any stock appreciation rights or phantom stock plans, except as
     set forth on the attached Capitalization Schedule. As of the Closing, the
     Company shall not be subject to any obligation (contingent or otherwise) to
     repurchase or otherwise acquire or retire any shares of its capital stock
     or any warrants, options or other rights to acquire its capital stock
     except pursuant to the Executive Stock Agreements and the Investor Rights
     Agreement. All of the outstanding shares of the Company's capital stock
     are, and as of the Closing shall be, validly issued, fully paid and
     nonassessable.

          (ii) There are no statutory or, to the Company's actual knowledge,
     contractual stockholders preemptive rights or rights of refusal with
     respect to the issuance of the Preferred Stock hereunder or any other
     capital stock or other securities of the Company, except as set forth in
     the Investor Rights Agreement. Based upon the representations and
     warranties of the Purchasers set forth herein, and to the Company's
     knowledge, the Company has not violated any applicable federal or state
     securities laws in connection with the offer, sale or issuance of any of
     its capital stock or other securities, and the offer, sale and issuance of
     the Preferred Stock hereunder do not require registration under the
     Securities Act or any applicable state securities laws. To the Company's
     actual knowledge, there are no agreements between the Company's
     stockholders with respect to the voting or transfer of the Company's
     capital stock or with respect to any other aspect of the Company's affairs,
     except for the Investor Rights Agreement and Executive Stock Agreements
     between the Company and certain of its executives. The Company has not
     granted any registration rights other than under the Investor Rights
     Agreement.

     43. Authorization; No Breach. The execution, delivery and performance of
this Agreement (including the issuance and delivery of the Preferred Stock
hereunder) and the Company's Third Amended and Restated Certificate of
Incorporation 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. The execution and delivery by
the Company of this Agreement, the offering, sale and issuance of the Preferred
Stock hereunder and the fulfillment of and compliance with the respective terms
hereof and thereof by the Company, do not and shall not (i) conflict with or
result in a breach of the terms, conditions or provisions of, (ii) constitute a
default under, (iii) result in the creation of any lien, security interest,
charge or encumbrance upon the Company's capital stock or assets pursuant to,
(iv) give any third party the right to modify, terminate or accelerate any
obligation under, (v) result in a violation of, or (vi) require any
authorization, consent, approval, exemption or other action by or notice or
declaration to, or filing with, any court or


                                       -5-

<PAGE>


administrative or governmental body or agency or other Person pursuant to, the
Third Amended and Restated Certificate of Incorporation or Bylaws of the
Company, or any law, statute, rule or regulation to which the Company is
subject, or any agreement, instrument, order, judgment or decree to which the
Company is subject.

     44. Litigation, etc. There are no actions, suits, proceedings, orders,
investigations or claims pending or, to the Company's actual knowledge,
threatened against the Company or pending or threatened by the Company against
any third party, at law or in equity, or before or by any governmental
department, commission, board, bureau, agency or instrumentality (including any
actions, suits, proceedings or investigations with respect to the transactions
contemplated by this Agreement) or otherwise.

     45. Brokerage. There are no claims for brokerage commissions, finders' fees
or similar compensation in connection with the transactions contemplated by this
Agreement based on any arrangement or agreement binding upon the Company.

     46. Governmental Consent, etc. To the actual knowledge of the Company: (i)
no permit, consent, approval or authorization of, or declaration to or filing
with, any governmental authority is required in connection with the execution,
delivery and performance by the Company of this Agreement, or the consummation
by the Company of the Transactions and (ii) no permit, consent, approval or
authorization of, or declaration to or filing with, any governmental authority
was required in connection with the formation of the Company, other than filing
with the Delaware Secretary of State.

     47. Investment Company. The Company is not an "investment company" as
defined under the Investment Company Act of 1940, as amended.

     Section 5. Representations and Warranties of the Purchasers.

     51. Purchasers' Investment Representations. As a material inducement to the
Company to enter into this Agreement and to sell the Preferred Stock hereunder,
each Purchaser represents and warrants, severally and not jointly, to the
Company as of the date hereof as follows:

          (i) Such Purchaser is acquiring the Restricted Stock purchased
     hereunder for its own account with the present intention of holding such
     securities for purposes of investment, has no intention of selling such
     securities in a public distribution in violation of the federal securities
     laws or any applicable state securities laws, was not organized or
     reorganized for the purpose of purchasing the Restricted Stock purchased
     hereunder, and conducts other business or holds other investments; provided
     that nothing contained herein shall prevent such Purchaser and subsequent
     holders of Restricted Stock from transferring such securities in compliance
     with the provisions of Section 3 hereof and the Investor Rights Agreement.

          (ii) Such Purchaser is an "accredited investor" (as defined) under
     Regulation D under the Securities Act, is sophisticated in financial
     matters and is able to evaluate the risks and benefits of the investment in
     the Preferred Stock.



                                       -6-

<PAGE>

          (iii) Such Purchaser is able to bear the economic risk of its
     investment in the Preferred Stock for an indefinite period of time because
     the Preferred Stock has not been registered under the Securities Act and,
     therefore, cannot be sold unless subsequently registered under the 1933 Act
     or an exemption from such registration is available.

          (iv) Such Purchaser has had an opportunity to ask questions and
     receive answers concerning the terms and conditions of the offering of the
     Preferred Stock and has had full access to such other information
     concerning the Company as it has requested.

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

          (vi) Such Purchaser is a resident of the state indicated in its
     address as set forth on the Schedule of Purchasers attached hereto.

     Section 6. Definitions.

     61. Definitions. For the purposes of this Agreement, the following terms
have the meanings set forth below:

     "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

     "Independent Third Party" means any Person who, immediately prior to the
contemplated transaction, does not own in excess of 5% of the Company's 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.

     "Investor Rights Agreement" means the that certain agreement dated as of
April 5, 2000, as amended, by and among the Company and its stockholders.

     "Officer's Certificate" means a certificate signed by the Company's
president or its chief financial officer, stating that (i) the officer signing
such certificate has made or has caused to be made such investigations as are
necessary in order to permit him to verify the accuracy of the information set
forth in such certificate and (ii) to the best of such officer's actual
knowledge, such certificate does not misstate any material fact and does not
omit to state any fact necessary to make the certificate not misleading.

     "Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.

     "Public Offering" means any offering of the Company's equity securities to
the public


                                       -7-

<PAGE>


pursuant to an effective registration statement under the Securities
Act, or any comparable statement under any similar federal statute then in
force.

     "Restricted Stock" means (i) the Preferred Stock issued hereunder, and (ii)
any Preferred Stock issued with respect to the Preferred Stock referred to in
clause (i) above by way of a stock dividend or stock split or in connection with
a combination of shares, recapitalization, merger, consolidation or other
reorganization. As to any particular shares of Restricted Stock, such shares
shall cease to be Restricted Stock when they have (a) been effectively
registered under the Securities Act and disposed of in accordance with the
registration statement covering them, (b) been distributed to the public through
a broker, dealer or market maker pursuant to Rule 144 (or any similar provision
then in force) under the Securities Act or become eligible for sale pursuant to
Rule 144(k) (or any similar provision then in force) under the Securities Act or
(c) been otherwise transferred and new certificates for them not bearing the
Securities Act legend set forth in Section 3C have been delivered by the
Company. Whenever any particular securities cease to be Restricted Stock, the
holder thereof shall be entitled to receive from the Company, without expense,
new shares of like tenor not bearing a Securities Act legend of the character
set forth in Section 3C.

     "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) capital stock of the Company possessing the voting power
under normal circumstances to elect a majority of the Board (whether by merger,
consolidation or sale or transfer of the Company's capital stock) or (ii) all or
substantially all of the Company's assets determined on a consolidated basis.

     "Securities Act" means the Securities Act of 1933, as amended, or any
similar federal law then in force.

     "Securities and Exchange Commission" means the U.S. Securities and Exchange
Commission and includes any governmental body or agency succeeding to the
functions thereof.

     "Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any similar federal law then in force.

     "Subsidiary" means, with respect to any Person, any corporation, limited
liability company, partnership, association or other 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, a majority
of the 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 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.


                                       -8-

<PAGE>


     Section 7. Miscellaneous.


     71. Expenses. The Company shall pay to the Purchasers, and hold the
Purchasers harmless against liability for the payment of, (i) the fees and
expenses of its special counsel arising in connection with the negotiation and
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement, which shall be payable at the Closing or, if the
Closing does not occur, payable upon demand, (ii) the fees and expenses incurred
with respect to any amendments or waivers (whether or not the same become
effective) under or in respect of this Agreement, the agreements contemplated
hereby or the Third Amended and Restated Certificate of Incorporation, (iii) the
fees and expenses incurred with respect to the enforcement of the rights granted
under this Agreement, the agreements contemplated hereby and the Third Amended
and Restated Certificate of Incorporation, (iv) the reasonable fees and expenses
incurred by the Purchasers in connection with any transaction, claim or event
which WS believes affects the Company and as to which the Purchasers seeks the
advice of outside professionals, and (iv) the fees and expenses incurred by the
Purchasers in connection with a Sale of the Company.

     72. Subsequent Employee Agreements. After the date hereof, any agreement
entered into by the Company providing for the issuance to employees of stock or
other equity securities exercisable for or convertible into stock shall contain
repurchase provisions granting the Purchasers the right to repurchase the
employee stock to the extent not repurchased by the Company, on terms no less
favorable than are contained in the Executive Stock Agreements entered into by
the Company as of the date hereof; provided, however, that the requirement
contained herein can be waived in writing by the Purchasers.

     73. Indemnification. The Company hereby covenants and agrees to indemnify
and hold harmless the Purchasers, their respective officers, directors,
stockholders, affiliates, successors, assigns, agents and other representatives,
from and against any and all damages, losses, claims, liabilities, deficiencies,
costs and expenses (including, without limitation, reasonable attorneys' fees),
resulting from any material breach of any of the representations, warranties or
covenants of the Company under this Agreement.

     74. Survival of Representations and Warranties. All representations and
warranties contained herein or made in writing by any party in connection
herewith shall survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby, regardless of any
investigation made by the Purchasers or on their behalf, through the first
anniversary of the Closing; provided, however, that the representations and
warranties contained in Section 4B, Section 4C and Section 4D hereof shall
survive the Closing for the applicable statute of limitations, giving effect to
any waiver, mitigation or extension thereof.

     75. Remedies. The Purchasers shall have all rights and remedies set forth
in this Agreement, the Investor Rights Agreement, the Third Amended and Restated
Certificate of Incorporation and all rights and remedies which the Purchasers
have been granted at any time under any other agreement or contract and all of
the rights which the Purchasers have under any law. The Purchasers shall be
entitled to enforce such rights specifically (without posting a bond or other
security), to recover damages by reason of any breach of any provision of this
Agreement and to exercise all other rights granted by law.


                                       -9-

<PAGE>


     76. Consent to Amendments. Except as otherwise expressly provided herein,
the provisions of this Agreement may be amended and the Company may take any
action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company has obtained the written consent of the
Purchasers.

     77. Successors and Assigns. Except as otherwise expressly provided herein,
all covenants and agreements contained in this Agreement by or on behalf of any
of the parties hereto shall bind and inure to the benefit of the respective
successors and assigns of the parties hereto whether so expressed or not. In
addition, and whether or not any express assignment has been made, the
provisions of this Agreement which are for the Purchasers' benefit as a
purchaser or holder of any class of Preferred Stock are also for the benefit of,
and enforceable by, any subsequent holder of such Preferred Stock.

     78. 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 prohibited by or invalid
under applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this
Agreement.

     79. No Third Party Beneficiaries. Nothing herein expressed or implied is
intended or shall be construed to confer upon or give to any Person other than
the parties hereto and their respective permitted successors and assigns, any
rights or remedies under or by reason of this Agreement.

     710. Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, any one of which need not contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the
same Agreement.

     711. Descriptive Headings; Interpretation. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a substantive
part of this Agreement. The use of the word "including" in this Agreement shall
be by way of example rather than by limitation.

     712. Governing Law. All issues and questions concerning the construction,
validity, enforcement and interpretation of this Agreement and the exhibits and
schedules hereto shall be governed by, and construed in accordance with, the
laws of the State of Illinois, without giving effect to any choice of law or
conflict of law rules or provisions (whether of the State of Illinois or any
other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Illinois. In furtherance of the foregoing,
the internal law of the State of Illinois shall control the interpretation and
construction of this Agreement (and all schedules and exhibits hereto), even
though under that jurisdiction's choice of law or conflict of law analysis, the
substantive law of some other jurisdiction would ordinarily apply.

     713. Notices. All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given when delivered personally to the
recipient, sent to the recipient by reputable overnight courier service (charges
prepaid) or mailed to the recipient by certified or


                                       -10-

<PAGE>


registered mail, return receipt requested and postage prepaid. Such notices,
demands and other communications shall be sent to the Purchasers at the
addresses indicated on the Schedule of Purchasers attached hereto, to the
Company at the following address:

                  Ziff Davis Holdings Inc.
                  28 East 28th Street
                  New York, NY  10016
                  Attention:  Chief Executive Officer

                  with a copy to:

                  Kirkland & Ellis
                  200 East Randolph Drive
                  Chicago, IL 60601
                  Facsimile: (312) 861-2200

                  Attention:   John A. Weissenbach, Esq.

or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.

     714. No Strict Construction. The parties hereto have participated jointly
in the negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto, and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any of the provisions of this Agreement.

                                      * * *


                                       -11-

<PAGE>

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

                                  ZIFF DAVIS HOLDINGS INC.


                                  By:   /s/ Thomas McGrade
                                      --------------------------------
                                      Its:  Chief Operating Officer

                                      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/ Daniel Blumenthal
                                      ----------------------------------
                                      Its:  Member

                                       -12-

<PAGE>

                         LIST OF EXHIBITS AND SCHEDULES

Exhibits
--------

Exhibit A - Third Amended and Restated of Certificate of Incorporation

Disclosure Schedules
--------------------

Capitalization Schedule

Schedule of Purchasers.
----------------------



                                       -13-

<PAGE>

Capitalization Schedule

Outstanding Capital Stock As of Closing


<TABLE>
<CAPTION>


                                    No. of Shares of      No. of Shares of    No. of Shares of
                                   Series A Preferred   Series B Preferred       Series C          No. of Shares of
                                         Stock                 Stock          Preferred Stock        Common Stock
                                   ----------------------------------------------------------------------------------
<S>                                <C>                  <C>                   <C>                 <C>

Willis Stein & Partners II, L.P.         89,288.12                                                 18,797,498.79
---------------------------------------------------------------------------------------------------------------------

Willis Stein & Partners Dutch, L.P.       5,711.88                                                  1,202,501.21
---------------------------------------------------------------------------------------------------------------------

Abu Dhabi Investment Authority           14,250.00                                                  3,000,000.00
---------------------------------------------------------------------------------------------------------------------

The Chase Manhattan Bank as
Trustee for First Plaza Group
Trust                                     9,500.00                                                  2,000,000.00
---------------------------------------------------------------------------------------------------------------------

Co-Investment Partners, L.P.             14,250.00                                                  3,000,000.00
---------------------------------------------------------------------------------------------------------------------

DLJ Diversified Partners, L.P.            1,749.34                                                    368,282.80
---------------------------------------------------------------------------------------------------------------------

DLJ Diversified Partners-A, L.P.            649.65                                                    136,767.60
---------------------------------------------------------------------------------------------------------------------

DLJ EAB Partners, L.P.                      134.34                                                     28,282.80
---------------------------------------------------------------------------------------------------------------------

DLJ ESC II L.P.                           5,642.42                                                  1,187,878.80
---------------------------------------------------------------------------------------------------------------------

DLJ First Esc L.P.                           57.58                                                     12,121.20
---------------------------------------------------------------------------------------------------------------------

DLJ Merchant Banking Partners II-A, L.P.  1,191.61                                                    250,865.40
---------------------------------------------------------------------------------------------------------------------

DLJ Merchant Banking Partners II, L.P.   29,921.45                                                  6,299,252.40
---------------------------------------------------------------------------------------------------------------------

DLJ Millennium Partners, L.P.               483.80                                                    101,851.80
---------------------------------------------------------------------------------------------------------------------
</TABLE>






                                       -14-

<PAGE>


<TABLE>
<CAPTION>


                                    No. of Shares of      No. of Shares of    No. of Shares of
                                   Series A Preferred   Series B Preferred       Series C          No. of Shares of
                                         Stock                 Stock          Preferred Stock        Common Stock
                                   ----------------------------------------------------------------------------------
<S>                                <C>                  <C>                   <C>                 <C>




DLJ Millennium Partners-A, L.P.              94.36                                                     19,865.40
---------------------------------------------------------------------------------------------------------------------

DLJ Offshore Partners II, C.V.            1,471.38                                                    309,764.40
---------------------------------------------------------------------------------------------------------------------

DLJMB Funding II, Inc.                    6,104.07                                                  1,285,067.40
---------------------------------------------------------------------------------------------------------------------

GS Private Equity Partners II, L.P.       4,225.99                                                    889,682.00
---------------------------------------------------------------------------------------------------------------------

GS Private Equity Partners II
Offshore, L.P.                            2,188.51                                                    460,739.80
---------------------------------------------------------------------------------------------------------------------

GS Private Equity Partners II -
Direct Investment Fund, L.P.              1,750.81                                                    368,591.80
---------------------------------------------------------------------------------------------------------------------

GS Private Equity Partners III, L.P.      4,429.43                                                    932,511.20
---------------------------------------------------------------------------------------------------------------------

GS Private Equity Partners III
Offshore, L.P.                            1,032.61                                                    217,391.40
---------------------------------------------------------------------------------------------------------------------

GS Private Equity Partners
Connecticut, L.P.                           622.65                                                    131,083.80
---------------------------------------------------------------------------------------------------------------------

NAS Partners I L.L.C.                        54.98                                                     11,575.00
---------------------------------------------------------------------------------------------------------------------

Nassau Capital Partners Fund III L.P.     7,070.02                                                  1,488,425.00
---------------------------------------------------------------------------------------------------------------------

Norwest Equity Partners VII, L.P.         7,125.00                                                  1,500,000.00
---------------------------------------------------------------------------------------------------------------------

James D. Dunning, Jr.                     8,455.00                                                  4,146,000.00
---------------------------------------------------------------------------------------------------------------------

Thomas McGrade                              142.50                                                    522,916.67
---------------------------------------------------------------------------------------------------------------------

James Spanfeller                            475.00                                                    127,288.13
---------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       -15-

<PAGE>


<TABLE>
<CAPTION>


                                    No. of Shares of      No. of Shares of    No. of Shares of
                                   Series A Preferred   Series B Preferred       Series C          No. of Shares of
                                         Stock                 Stock          Preferred Stock        Common Stock
                                   ----------------------------------------------------------------------------------
<S>                                <C>                  <C>                   <C>                 <C>






Al Perlman                                  285.00                                                    552,916.67
---------------------------------------------------------------------------------------------------------------------

Wenda Millard                               475.00                                                    346,458.33
---------------------------------------------------------------------------------------------------------------------

Willis Stein & Partners III, L.P.    111,096.47938          66,176.60979       3,482.97946         23,388,732.50
---------------------------------------------------------------------------------------------------------------------

Willis Stein & Partners Dutch
III-A, L.P.                            3,345.06994           1,992.55088         104.87110            704,225.25
---------------------------------------------------------------------------------------------------------------------

Willis Stein & Partners Dutch
III-B, L.P.                            3,345.06994           1,992.55088         104.87110            704,225.25
---------------------------------------------------------------------------------------------------------------------

Willis Stein & Partners III-C, L.P.      963.38074             573.85502          30.20290            202,817.00
---------------------------------------------------------------------------------------------------------------------

Other Management Stockholders                                                                       1,353,721.98
---------------------------------------------------------------------------------------------------------------------

      Total Authorized Shares:          350,000.00            142,500.00          7,500.00        120,000,000.00
---------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       -16-

<PAGE>

                                               SCHEDULE OF PURCHASERS

<TABLE>
<CAPTION>


                             HOLDER                    NUMBER OF SHARES OF       NUMBER OF SHARES OF
                                                        SERIES B PREFERRED        SERIES C PREFERRED
<S>                                                    <C>                      <C>
----------------------------------------------------------------------------------------------------------
Willis Stein & Partners III, L.P.
c/o Willis Stein & Partners
227 West Monroe Street
Chicago, IL 60606                                           66,176.60979               3,482.97946
----------------------------------------------------------------------------------------------------------
Willis Stein & Partners Dutch III-A, L.P.
c/o Willis Stein & Partners
227 West Monroe Street
Chicago, IL 60606                                            1,992.55088                 104.87110
----------------------------------------------------------------------------------------------------------
Willis Stein & Partners Dutch III-B, L.P.
c/o Willis Stein & Partners
227 West Monroe Street
Chicago, IL 60606                                            1,992.55088                 104.87110
----------------------------------------------------------------------------------------------------------
Willis Stein & Partners III-C, L.P.
c/o Willis Stein & Partners
227 West Monroe Street
Chicago, IL 60606                                              573.85502                  30.20290
-----------------------------------------------------------------------------------------------------------
</TABLE>

                                      -17-

</TEXT>
</DOCUMENT>
