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                                                                    Exhibit 10.4

       Separation Agreement dated as of April 12, 2001 between Registrant
       and Harold Miltsch







April 12, 2001




Mr. Harold Miltsch
[Address]

Re:  Separation Agreement and Release
     --------------------------------

Dear Harold:

This letter confirms our recent conversations concerning your relinquishing your
duties as Vice President & Chief Marketing Officer 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, shareholders, 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.

Provided that you abide by the terms of this Agreement and in consideration for
the covenants and agreements herein contained, the Company will pay you a lump
sum on April 15, 2001 of $195,000, less applicable withholding deductions, as
severance

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 employment with the Company, you
have developed special skills, knowledge and abilities in the Internet field
which are of a 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.

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
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the detriment of the Company, and therefore the provisions of this paragraph 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:

1.       For a period of one (1) year from the date of this Agreement, 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, independent sales
         representative or a similar capacity to or for the benefit of any
         publication, product or service which is competitive with any product
         or service of the Company. 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.

2.       For a period of one (1) year from the date of this Agreement, 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 resignation from the Company
         occurred less than six months prior to such employment by you or such
         other person or entity. You may seek a waiver of any provisions of this
         section in writing from the Company.

3.       For a period of one (1) year from the date of this Agreement, 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.

4.       You will not at any time, either during and after your employment,
         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 is 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.
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5.       You will not willfully make any oral or written statement which
         reflects adversely upon the character, honesty, credit, efficiency or
         business practices of the Company or its former or current
         stockholders, directors, officers or employees in their capacities as
         such.

6.       Both during and after your employment with the Company 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. The Company will pay any reasonable
         out-of-pocket expenses incurred by you in connection with the foregoing
         (upon receipt of written documentation of such expenses). To the extent
         that you indicate in advance that any of the foregoing will
         unreasonably interfere with your other business activities or
         commitments, you and the Company may agree in writing upon terms that
         would reasonably compensate you for such interference.

7.       For a period of one (1) year from the date of this Agreement, 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 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. The Company will
         pay any reasonable out-of-pocket expenses incurred by you in connection
         with the foregoing (upon receipt of written documentation of such
         expenses). To the extent that you indicate in advance that any of the
         foregoing will unreasonably interfere with your other business
         activities or commitments, you and the Company may agree in writing
         upon terms that would reasonably compensate you for such interference.

8.       You will not willfully take any action materially adverse to the
         interests of the Company, even if such action is in technical
         compliance with the other provisions of this letter, but shall at all
         times conduct yourself in the same manner and with the same degree of
         loyalty to the Company as if you were still an employee and officer of
         the Company.

9.       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 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. 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.
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10.      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, 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).

11.      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, and that no representations or promises to the contrary have
         been made to you.

12.      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. No
         provision of this agreement may be modified or waived except in a
         writing signed by the party against whom the enforcement of any such
         modification or waiver is sought. 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.

13.      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. You agree that if you assert or attempt to assert any claims or
         rights so waived, you will pay all costs incurred by the Company or its
         employees, including reasonable attorneys' fees and disbursements, in
         defending against such claims.

14.      For a period of seven (7) days following the execution of this
         agreement, you may revoke the agreement by delivering written notice of
         revocation to the Company's Vice President & General Counsel at 3 Park
         Avenue, New York, NY 10016. This agreement will not become effective or
         enforceable until the 7-day revocation period has expired. If the 7-day
         revocation period expires without you having revoked the agreement, the
         agreement becomes effective as of the date executed by both parties. If
         you revoke the agreement, the Company will not be bound by the terms
         set forth above. You understand that your acceptance of any of the
         payments or benefits described herein at any time after you sign this
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         agreement and release confirms that you did not revoke your consent to
         this agreement and release and therefore that it is fully effective and
         enforceable.

Harold, 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.


By: /s/ Peter A. Derow
   --------------------
Peter A. Derow
CEO & President

AGREED AND ACCEPTED:


/s/ Harold Miltsch
------------------
Harold Miltsch