January 26, 2001



Ms. Irene Math
[Address]

         Re:   Separation Arrangement

Dear Irene:

This letter confirms our recent conversations concerning your relinquishing your
duties as Senior Vice President of EarthWeb Inc., and sets forth the agreement
that has been reached between EarthWeb Inc., including its subsidiaries,
divisions, affiliates, predecessors, successors and assigns and its past and
present officers, directors, stockholders, counsel, employees, agents,
administrators, representatives, insurers or fiduciaries in their individual
and/or representative capacities (collectively referred to as the "Company") and
you regarding your separation from the Company, effective as of January 26, 2001
(the "Separation Date").

         1.     (a) Effective on the Separation Date, your employment with the
Company and your Employment Agreement, dated November 4, 1996, as amended by the
letter agreement, effective as of June 15, 1999 (collectively, the "Employment
Agreement") are terminated.

                (b) For the period from the Separation Date through December 31,
2001, you will make yourself available to the Company and its designated
representatives for consultation with respect to the past business and affairs
of the Company by telephone, e-mail or in person at such times as the Company
may reasonably request and as do not unreasonably interfere with your other
business activities or commitments, and the Company shall pay your reasonable
out-of-pocket expenses incurred in connection therewith after receipt of written
documentation with respect thereto. The Company will, for the period commencing
on the Separation Date and ending on the 180th day after the Separation Date,
arrange (i) to forward to an email address designated by you any emails
addressed to you that arrive through the Company's servers and (ii) to set up a
voicemail account accessible by you at your current telephone number at the
Company.

                (c) Promptly after execution hereof, you will return all
equipment, materials and records of the Company which are then in your
possession and repay any advances from the Company that may be then outstanding.
Any expenses for which you are entitled to be reimbursed under the Company's
expense reimbursement policy will be reimbursed in accordance with the Company's
standard policies and procedures.
<PAGE>

         2. Provided that you abide by the terms of this Agreement and in
consideration for the covenants and agreements herein contained, the Company
will:

                (a) on February 12, 2001, pay in cash to you (or to such account
as you may direct in writing to the Company): (i) $212,760.41 (equal to 12
months of your base salary of $215,000 per year less $2,239.59); and (ii)
$37,625 (equal to 17.5% of your base salary), less in each case all applicable
withholding deductions; and you hereby acknowledge that, also in consideration
for the foregoing, the Company paid you $109,739.59 (equal to 6 months of your
base salary of $215,000 per year plus $2,239.59) on January 12, 2001 (with
respect to all but the $2,239.59, which was paid to you on January 31, 2001) and
you are in receipt of the same.

                (b) provide you with dental, vision, health and life insurance
through December 31, 2001 in accordance with the benefits provided to senior
executives as of the Separation Date; from and after the Separation Date, you
shall not be entitled to participate in the Company's Employee Stock Purchase
Plan or 401K plan; and

                (c) transfer ownership of your Company laptop computer to you.

         3. As of the Separation Date, all options that would vest through March
31, 2002 under the Award Agreements (as hereinafter defined) shall immediately
vest and any options that would vest after March 31, 2002 shall be cancelled.
All options granted pursuant to your performance stock option award dated April
17, 2000 shall be fully vested. As used herein, "Award Agreements" means (i)
your Incentive Stock Option Agreement dated February 18, 1997; (ii) your
Incentive Stock Option Agreement dated September 30, 1997; (iii) your Incentive
Stock Option Agreement dated January 30, 1998; (iv) your Nonqualified Stock
Option Award Agreement dated February 22, 1999; (v) your Performance Stock
Option Award Agreement dated June 15, 1999 and notice relating thereto; (vi)
your Nonqualified Stock Option Award Agreement dated June 15, 1999 and notice
relating thereto ; and (vii) your Performance Stock Option Award Agreement dated
April 17, 2000. These Award Agreements are set forth on Schedule A hereto, which
sets forth the numbers and amounts vested and the period of exercise. Except as
otherwise provided in this agreement, all rights and obligations under the Award
Agreements shall be governed by their respective terms. You may exercise any
vested options at any time in accordance with the terms and conditions of the
Award Agreements. All vested options (including options that vest pursuant to
this paragraph 3) shall continue to be exercisable through the stated term of
each such option.

         4. You agree not to sell more than 15,000 shares in any one day;
provided, however, that the foregoing limitation shall not apply to any transfer
or deemed transfer by you of your shares in connection with any extraordinary
transaction by the Company in which substantially all the shares of common stock
of the Company are exchanged for securities of another entity and/or cash.

         5. As a key senior executive of the Company, you have been intimately
involved in the management of the business of the Company and in planning and
implementing its business strategies. In the course of your long employment with
the Company, you have developed special skills, knowledge and abilities in the
Internet field which are of a
<PAGE>

uniquely personal nature. You have also acquired detailed knowledge of the
internal operations of the Company and its business and possess highly
confidential information concerning both the U.S. and non-U.S. business
activities of the Company. In addition, you have been afforded the opportunity
to develop special relationships of confidence and trust with the customers,
suppliers, consultants, employees, officers and directors of the Company.

                (a) The parties acknowledge and agree that the Company would be
unfairly and irreparably damaged if you were to take any of such skills,
knowledge, information or relationships, which you have acquired and developed
during the course of your employment with the Company, and use them to the
detriment of the Company, and therefore the provisions of this paragraph 5(a)
are reasonable, appropriate and necessary for the protection of the Company's
properties, investments, business relationships, economic advantages and good
will. Accordingly, you hereby agree that:

                           (i) Through the first anniversary of the Separation
Date, you will not, without the Company's prior written consent, directly or
indirectly hold an ownership interest in, provide financing for, control, manage
or operate, or participate in the ownership, control, management or operation
of, or render services in the capacity of any employee, freelancer, consultant,
agent or a similar capacity to or for the benefit of any business, publication,
product or service that is competitive with (1) any business, product or service
of the Company or (2) any business, product or service which the Company has a
bona fide plan to launch within the next 12 months, which plan or intention you
have actual knowledge of before engaging in any of the above activities.
Notwithstanding anything to the contrary contained herein, you shall not be
deemed to have breached the provisions hereof solely by reason of your ownership
of an equity interest of less than one-half of one percent (0.5%) in the
securities of a publicly traded competitive business or an interest in a mutual
or other investment fund which owns an interest in a competitive business,
provided that you have no influence or control over such fund's investment
decisions.

                           (ii) Through the first anniversary of the Separation
Date, you will not, without the Company's prior written consent, on your own
behalf or on behalf of any other person or entity, (1) solicit the service of or
employ any employee of the Company for your own benefit or the benefit of any
person or entity other than the Company; (2) induce or help to induce any such
employee to leave employment with the Company for any reason; or (3) employ or
cause any other person or entity to employ any former employee of the Company
whose voluntary resignation from the Company occurred less than six months prior
to such employment by you or such other person or entity.

                           (iii) Through the first anniversary of the Separation
Date, you will not, without the Company's prior written consent, (1) induce or
attempt to induce any customer, supplier or contractor of the Company to
terminate or materially diminish any agreement or arrangement with the Company;
or (2) induce or attempt to induce any customer, supplier or contractor, or any
potential customer, supplier or contractor of the Company not to enter into any
agreement or arrangement with the Company.
<PAGE>

                           (iv) You will not at any time, disclose, communicate
or divulge, or use for your benefit or the benefit of any third party, any of
the trade secrets or other confidential or proprietary information and materials
of the Company, including, solely by way of illustration but not of limitation,
its business strategies, business plans, budgets, pricing, financial data,
confidential reports, personnel records, credit and financial data concerning
its suppliers or its present and prospective customers, data about competitors,
new product-development initiatives, customer research and new product or
service ideas. Once your employment has terminated, you will not retain copies
of any confidential information or materials of the Company in any form, whether
print, electronic or otherwise.

                           (v) Neither party to this Agreement will willfully
make any oral or written statement which reflects adversely upon the character,
honesty, credit, efficiency or business practices of the other party to this
Agreement (including, with respect to the Company, any of its former or current
stockholders, directors, officers or employees in their capacities as such).

                           (vi) You will, if requested by the Company from time
to time, provide information, testimony and assistance in connection with the
prosecution of any rights or claims by the Company and the defense of any claims
against the Company arising out of matters of which you acquired knowledge while
an employee of the Company. You agree to make yourself available for such
purpose at such times as the Company may reasonably request and as do not
unreasonably interfere with your other business activities or commitments, and
the Company shall pay your reasonable out-of-pocket expenses incurred in
connection therewith after receipt of written documentation with respect
thereto.

                           (vii) You will keep this letter strictly confidential
and, except as may be required by law, you agree not to disclose it or any of
its terms or conditions to any person other than your legal counsel and
financial advisors and immediate family to whom disclosure is necessary to
effectuate the purposes of your consulting with such advisors, provided that
they are informed of the confidentiality agreement herein and agree to be bound
by it; provided further, that the obligation in this sentence shall expire upon
any filing of this Agreement by the Company with the Securities and Exchange
Commission. For purposes of the restrictions in this agreement that relate to
non-competition and non-solicitation, you may provide a summary description or
excepts of those provisions of the agreement to a prospective employer, provided
it is informed of the confidentiality agreement herein and agrees to be bound by
it. In the event that any court or agency of competent jurisdiction shall
require this Agreement to be filed with it, you and the Company shall request
that the Agreement be filed and maintained under seal.

         6. You hereby fully release and discharge the Company and its
successors and assigns from any and all claims, liabilities, obligations,
damages, losses, costs and expenses, known and unknown, suspected or
unsuspected, which you have, have had or may hereafter have arising out of your
employment with the Company, the termination thereof or your compensation in
connection therewith (other than obligations created by, acknowledged in or
arising from this agreement), and you hereby waive any and all rights to assert
against the Company and its successors and assigns, any such claims, including,
<PAGE>

without limitation, claims of discrimination (whether based on race, religion,
national origin, sex, sexual orientation, age, marital status, veteran status,
handicap, physical or mental disability, or any other cause), wrongful
discharge, emotional distress, defamation, breach of contract, breach of
covenant of good faith and fair dealing, claims for wages, bonuses, vacation or
sick pay or other benefits, and violation of any local, state or federal law or
regulation. You specifically waive any and all rights and claims arising under
the federal Age Discrimination in Employment Act of 1967 (although such waiver
does not apply to rights or claims that may arise after the date this Agreement
is executed).

         7. You acknowledge and agree that, except as expressly provided herein,
you will be entitled to no further employment with the Company, and, except for
the foregoing, you are not entitled to and will not receive any additional
compensation, payments or benefits of any kind from the Company (other than any
payments or benefits you receive through any benefit plan of the Company during
the term such plan remains in force for you pursuant to this Agreement), and
that no representations or promises to the contrary have been made to you.

         8. This letter sets forth our entire agreement with respect to the
subject matter thereof and supersedes all prior written or oral agreements
between you and any representative of the Company on that subject, other than
the Award Agreements. No provision of this agreement may be modified or waived
except in a writing signed by both parties. If any provision of this agreement
is prohibited or invalid under any law, such provision shall be ineffective to
the extent of any prohibition or invalidity, without invalidating the remainder
of such provision or the other provisions of this agreement. This agreement will
bind and benefit both parties and their respective heirs, executors,
administrators, successors and assigns. This agreement shall be governed by and
construed in accordance with the laws of the State of New York without reference
to its rules regarding choice or conflicts of laws.

         9. You acknowledge that you have read and understand this agreement;
that you have signed it voluntarily and without coercion; and that the waivers
you have made in this agreement have been made with full appreciation that you
will be foreclosed from pursuing the rights so waived. The parties hereto agree
that, in connection with any lawsuit involving the parties hereto, if you assert
any claims or rights so waived, the party which does not prevail in such lawsuit
will pay all costs incurred in connection with such claim by the prevailing
party (which in the case of the Company being the prevailing party shall include
the costs of both the Company and its employees), including reasonable
attorneys' fees and disbursements, in such lawsuit.

         10. The Company agrees to pay your reasonable legal fees and expenses
in an amount not to exceed $5,000 upon receipt of an invoice with respect
thereto.

         Irene, if the above accurately reflects our agreement on this matter,
please sign the attached duplicate of this letter in the space provided below
and return it to me.

         Sincerely,

         EARTHWEB INC.
<PAGE>

         By:  /s/ Brian Campbell
              ------------------
              Brian Campbell
               Vice President

         AGREED AND ACCEPTED:


         /s/ Irene Math
         --------------
         Irene Math

Source: OneCLE Business Contracts.