<PAGE>
                                                                    Exhibit 14.2

                            ZIFF DAVIS HOLDINGS INC.

                AUDIT AND NON-AUDIT SERVICES PRE-APPROVAL POLICY

BACKGROUND

Under the Sarbanes-Oxley Act of 2002 (the "Act"), the Audit Committee (the
"Committee") of the Board of Directors (the "Board") of Ziff Davis Holdings Inc.
("Ziff Davis") is responsible for the appointment, compensation and oversight of
the work of the independent auditor. As part of this responsibility, the
Committee is required to pre-approve the audit and non-audit services performed
by Ziff Davis Holdings' independent auditor, PricewaterhouseCoopers, in order to
assure that they do not impair the auditor's independence. To implement the
provisions of the Act, the Securities and Exchange Commission (the "SEC") has
issued rules specifying the types of services that an independent auditor may
not provide to its audit client, as well as the Committee's administration of
the engagement of the independent auditor. Accordingly, the Committee has
adopted this Audit and Non-Audit Services Pre-Approval Policy (the "Policy"),
which sets forth the procedures and the conditions pursuant to which services to
be performed by the independent auditor are to be pre-approved.

Under the SEC's rules issued on January 28, 2003, services provided by Ziff
Davis's external audit firm are classified into four categories of permitted
services:

-     Audit;

-     Audit-Related;

-     Tax; and

-     All Other.

Financial information systems design and implementation services and a number of
other services detailed on Attachment A are specifically prohibited (the
"Prohibited Services"). Attachment A also summarizes the SEC's definition of
each of the four categories listed above.

It is the intent of the Committee to maintain this policy in a manner consistent
with SEC regulation and other relevant criteria as they may change from time to
time. This policy may be updated from time to time based on changes in such
criteria, or otherwise as determined in the reasonable judgment of the
Committee.

POLICY

Ziff Davis will not use its external audit firm for any Prohibited Services.

Each request to use Ziff Davis's external audit firm for permitted services, and
the related estimated fees, will be approved by the Committee (and, if indicated
on Attachment B, by the Board of Directors) before the commencement of such
services.. To ensure an efficient process, each year in connection with the
April Board meeting Ziff Davis's management will request the approval of the
Committee (and, if indicated on Attachment B, by the Board of Directors) for all
estimated fees for the current year. Ziff Davis's management will provide the
Committee (and, if indicated on Attachment B, by the Board of Directors) with
updates and request additional approval in a manner consistent with Attachment B
if the estimated fees for those services change.


<PAGE>



                                                                    Attachment A

             DEFINITIONS OF SERVICES PROVIDED BY EXTERNAL AUDIT FIRM
                                 UNDER SEC RULES

Definitions of Permissible Services;

Audit:
Includes the audit of the annual financial statements and review of financial
statements included in the Form 10-Q, as well as services that generally only
the external audit firm can reasonably provide, such as comfort letters,
statutory audits, attest services, consents, and assistance with and review of
documents filed with the SEC.

Audit-Related:
Assurance and related services that are reasonably related to the performance of
the audit or review of the registrant's financial statements and are not
included in Audit services, such as employee benefit plan audits, acquisition
due diligence reviews, internal control reviews, and consultation concerning
financial accounting and reporting standards.

Tax:
Tax compliance, tax consulting and tax planning. The proposed regulations
acknowledge that some tax services, such as the formulation of tax strategies
designed to minimize a client's tax obligations, may impair and external audit
firm's independence and therefore are prohibited services.

All Other:
Services other than those described herein that are prohibited or otherwise
would not impair the external audit firm's independence.

Listing of Prohibited Services:

-     Bookkeeping or other services related to a client's accounting records or
      financial statements;

-     Financial information systems design and implementation;

-     Appraisal or valuation services, fairness opinions, or
      contributions-in-kind reports;

-     Actuarial services;

-     Internal audit outsourcing services;

-     Broker-dealer, investment adviser, or investment banking services;

-     Legal services or expert services unrelated to the audit; and

-     Any other service that the Public Company Accounting Oversight Board
      determines, by regulation, is impermissible.

-     Consulting services other than to the extent specified above as
      permissible


<PAGE>


                                                                    Attachment B

                            ZIFF DAVIS HOLDINGS INC.

          AUTHORITY LIMITS FOR APPROVAL OF NON-AUDIT SERVICES PROVIDED
                             BY EXTERNAL AUDIT FIRM

<Table>
<Caption>

                          MAXIMUM        AGGREGATE PER            TIMING OF NOTIFICATION TO BOARD
                        PER PROJECT       FISCAL YEAR
<S>                     <C>              <C>              <C>
  Audit Committee         $100,000         $300,000        The Committee shall approve the engagement of
                                                           the external audit firm prior to the start of
                                                            the work; the Board shall be informed at or
                                                            before the meeting following such approval

 Board of Directors     Greater than     Greater than      The Committee and the Board shall approve the
                          $100,000         $300,000       engagement of the external audit firm prior to
                                                                       the start of the work

</Table>