EXECUTIVE AGREEMENT

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                  THIS EXECUTIVE AGREEMENT (this "Agreement") is made as of

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April 5, 2000, by and between Ziff Davis Holdings Inc., a Delaware corporation

(the "Company"), Ziff Davis Publishing, Inc., a Delaware corporation and a

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wholly owned indirect subsidiary of the Company ("Publishing"), and James D.

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Dunning, Jr. ("Executive"). Certain definitions are set forth in Section 17 of

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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.

Executive desires to purchase shares of the Company's Common Stock, par value

$.01 per share (the "Common Stock") and Series A Preferred Stock, par value $.01

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per share (the "Preferred Stock," and collectively with the Common Stock, the

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"Stock"), of the Company and the Company desires to issue such Common Stock and

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Preferred Stock to Executive. The Company, Publishing and Executive desire to

enter into this Agreement (i) setting forth the terms of Executive's purchase of

the Executive Stock (as defined below); (ii) setting forth the terms and

conditions of Executive's employment with Publishing; (iii) providing the

Company with certain rights in respect of the Executive Stock; and (iv) setting

forth the obligation of Executive to refrain from competing with the Company and

its Affiliates (as defined below) under certain circumstances as provided

herein.



                  NOW, THEREFORE, the parties hereto agree as follows:



                    A. PURCHASE AND SALE OF EXECUTIVE STOCK



             1.   Upon execution of this Agreement, Executive shall purchase,

and the Company shall sell, (a) 8,455 shares of Preferred Stock at a price of

$1,000 per share and 1,780,000 shares of Common Stock at a price of $0.25 per

share, which shares shall be fully vested as of the date hereof (collectively,

the "Coinvest Shares") and (b) 1,531,333.33 shares of Common Stock at a price of

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$0.25 per share, which shares shall be subject to vesting as provided herein

(the "Vesting Shares"), for an aggregate purchase price of $9,282,833.33. The

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Company shall deliver to Executive stock certificates representing the Coinvest

Shares, and Executive shall deliver to the Company (x) $5,000,000.00 by bank

check or wire transfer of immediately available funds, (y) a promissory note in

the form of Annex A attached hereto in an aggregate principal amount of

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$3,900,000.00 (the "Coinvest Note") and (z) a promissory note in the form of

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Annex B attached hereto in an aggregate principal amount of $382,833.33 (the

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"Vesting Shares Note" and together with the Coinvest Note, the "Executive

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Notes"). Executive's obligations under the Executive Notes shall be secured by a

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pledge to the Company of all of the shares of Executive Stock, and in connection

therewith, Executive shall enter into a pledge agreement in the form of Annex C

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attached hereto.

{PAGE}



             2.   The Company shall hold each certificate representing the

Executive Stock until such time as the Executive Stock represented by such

certificate is released from the pledge to the Company.



             3.   Within 30 days after Executive purchases the Executive Stock

from the Company hereunder, Executive shall make an effective election with the

Internal Revenue Service under Section 83(b) of the Internal Revenue Code and

the regulations promulgated thereunder in the form of Annex D attached hereto.

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             4.   In connection with the purchase and sale of the Executive

Stock hereunder, Executive represents and warrants to the Company that:



             (a)  The Executive Stock to be acquired by Executive pursuant to

this Agreement shall be acquired for Executive's own account and not with a view

to, or intention of, distribution thereof in violation of the Securities Act, or

any applicable state securities laws, and the Executive Stock shall not be

disposed of in contravention of the Securities Act or any applicable state

securities laws.



             (b)  Executive is an executive officer of Publishing, is

sophisticated in financial matters and is able to evaluate the risks and

benefits of the investment in the Executive Stock. Executive is an "accredited

investor", as defined in Regulation D promulgated under the Securities Act.



             (c)  Executive is able to bear the economic risk of Executive's

investment in the Executive Stock for an indefinite period of time because the

Executive Stock have not been registered under the Securities Act and,

therefore, cannot be sold unless subsequently registered under the Securities

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