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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                               -----------------

                                   FORM 10-K

                               -----------------

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                  For The Fiscal Year Ended December 31, 2001

                                      OR

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

                        Commission File Number 0-25107

                               -----------------

                                   DICE INC.
            (Exact name of Registrant as specified in its charter)

                      Delaware                 13-3899472
                   (State or other
                     jurisdiction
                 of incorporation or        (I.R.S. Employer
                    organization)          Identification No.)

                    3 Park Avenue, New York, New York 10016
         (Address of principal executive offices, including zip code)

      Registrant's Telephone Number, Including Area Code: (212) 725-6550

                               -----------------

       Securities Registered Pursuant To Section 12(B) Of The Act: None
          Securities Registered Pursuant To Section 12(G) Of The Act:

                    Common Stock, par value $.01 per share
                               (Title of class)

                               -----------------

   INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.  YES [X]    NO [_]

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this
Form 10-K.  [_]

   The aggregate market value of voting stock held by nonaffiliates of the
registrant, based on the closing price of the common stock on March 7, 2002 of
$2.01, as reported on the NASDAQ National Market System, was approximately
$14,599,526. For purposes of the foregoing calculation, shares of common stock
held by each executive officer and director have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status
is not necessarily a conclusive determination for any other purpose.


   As of March 7, 2002, the registrant had outstanding 10,956,223 shares of
common stock, $.01 par value.

                               -----------------

                     DOCUMENTS INCORPORATED BY REFERENCE:

   The following documents (or parts thereof) are incorporated by reference
into the following parts of this Form 10-K:

   Portions of the definitive Proxy Statement for the 2002 Annual Meeting of
Stockholders are incorporated by reference into Part III hereof.

================================================================================

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                                    PART I

FORWARD-LOOKING STATEMENTS

   Certain statements contained in this Annual Report on Form 10-K (including
information incorporated by reference) are "forward-looking statements" within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
and are intended to be covered by the safe harbor created thereby. These
forward-looking statements include but are not limited to (i) statements
regarding the development of our business, (ii) the market demand for our
services and products, (iii) our anticipated capital expenditures, (iv) our
capital needs and financing plans, (v) liquidity, (vi) competition and other
similar statements. We typically identify forward-looking statements by using
terms such as "believes," "expects," "may," "will," "should," "could," "seeks,"
"plans," "pro forma," "anticipates," "estimates," or "continue" and similar
expressions, although we express some forward-looking statements differently.

   Our forward-looking statements are subject to risks, uncertainties and other
factors which could cause actual results to differ materially from future
results expressed or implied by those forward-looking statements. Cautionary
statements setting forth important factors that could cause actual results to
differ materially from our forward-looking statements are described in Item 1
"Business--Risk Factors" below and elsewhere throughout this report. You should
carefully review the risks described in this report and other reports and
documents we file from time to time with the Securities and Exchange
Commission, including Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K. Given these uncertainties, readers are cautioned not to place undue
reliance on our forward-looking statements.

   All subsequent written and oral forward-looking statements attributable to
Dice or to persons acting on our behalf are expressly qualified in their
entirety by these cautionary statements. We disclaim any intent or obligation
to update publicly any forward-looking statements set forth in this report, or
incorporated herein by reference, whether as a result of new information,
future events or otherwise.

ITEM 1.  BUSINESS

   We are an industry leader in online technology recruiting and career
development, providing direct employers, staffing companies and recruiting
firms with access to a broad and unique talent pool of technology
professionals. We offer online recruiting and career development services to
both technology professionals and the companies that depend on them through
dice.com, a leading online technology job board, and through MeasureUp, a
leading online provider of technology certification test preparation products.

   We support organizations across industries by helping them hire, train and
retain the technology talent needed to compete in today's technology-intensive
economy. Employers and recruiters of technology professionals pay for access to
our online recruiting services to help them find the right technology employee
or contractor. These services include recruitment advertising through job
postings on dice.com and access to our database of technology job seekers.

   Technology professionals look to manage their careers through us by posting
their resumes on dice.com, searching dice.com's database of permanent, contract
and consulting technology job postings, and using our technology career
resources, including MeasureUp's technology certification test preparation
products.

   The job postings available in our database, from both technology and
non-technology companies, include a wide variety of technology positions from
programmers, software engineers and systems administrators to chief information
and technology officers and other technology professionals.

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COMPANY HISTORY

   We were incorporated in New York in April 1996, commenced operations in
October 1996 and were reincorporated in Delaware in June 1997. EarthWeb LLC
transferred substantially all of its assets and liabilities to us in October
1996 in exchange for 2,925,000 shares of common stock, which represented all of
our issued and outstanding common stock at that time. In November 1998, we
completed an initial public offering of stock as EarthWeb Inc. and were listed
on the Nasdaq National Market System under the ticker symbol "EWBX". In May
1999, we completed an additional public offering of common stock. In January
2000, we completed a private offering of our 7% Convertible Subordinated Notes
pursuant to Rule 144A of the Securities Act of 1933.

   From our inception in 1994 until mid-1997, we primarily developed and
maintained websites and online commerce infrastructures for our customers. In
1997 we began aggregating content for use by technology professionals. Through
December 26, 2000, we served as a business portal for the information
technology industry.

   We provided a comprehensive set of business-to-business and
business-to-professional services to a wide variety of constituents in the
technology industry through a central portal serving the major vertical markets
in the technology industry. Through our online advertising and
subscription-supported content business, we provided technical resources
including full-text reference books, training materials and tutorials,
technical articles and source code libraries to technology professionals to
enable them to solve challenging technical problems; product surveys to enable
technology professionals to make informed purchasing decisions; and a forum in
which users could contribute materials and communicate with one another. In
addition to creating some of these services internally and licensing others
from third parties, we acquired a number of these technology content-oriented
services and websites.

   We also provided online recruiting and career development resources for
technology professionals and companies hiring these professionals. We entered
this business through the acquisition of certain assets and businesses, which
have been integrated and enhanced. In February 1999, we completed the
acquisition of D & L Online, Inc., now known as Dice Career Solutions, Inc.
which operates dice.com, a leading online job posting service for technology
professionals. In 2000, we acquired MeasureUp, Inc., a company that provides
online certification preparation and assessment solutions for technology
professionals. In 2000, we acquired the websites CCPrep and NetCerts, both of
which also offer online certification preparation products and services.

   During 2000, we made a strategic decision to focus on our core business
assets in online technology recruiting and career development and to exit the
technology content-based business. On December 26, 2000, we completed the sale
of certain of our content business assets, including earthweb.com, the website
assets acquired for the content business and other content-oriented website
assets, to INT Media Group, Inc. (formerly Internet.com Corporation). Also, on
December 26, 2000, we announced that we were exiting the remaining content
businesses that were not sold to INT Media Group. We discontinued the
operations of the EW Knowledge Products, Inc. business as of December 26, 2000;
and on February 28, 2001, we ceased offering our subscription based online
technology reference library, ITKnowledge.com, to customers.

   Since December 26, 2000, we have focused exclusively on our core business in
online technology recruiting and career development. Today we provide products
and services that enable companies to hire, train and retain technology
professionals, and that enable technology professionals to advance their
careers.

   As part of the sale to INT Media Group, we sold our rights to the EarthWeb
trademark. On June 13, 2001, we changed our name from EarthWeb Inc. to Dice
Inc. As part of this process we changed the ticker symbol under which our stock
trades on the Nasdaq National Market System from "EWBX" to "DICE."

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   Our principal executive office is located at 3 Park Avenue, New York, New
York 10016, and our telephone number at such location is (212) 725-6550. Our
corporate website address is http://about.dice.com. Information contained on
our website is not part of this Annual Report.

MARKET OPPORTUNITY

  The Technology Workforce in the U.S.

   We believe the application of new technology has been and will continue to
be the driving force in productivity growth in our economy. Companies in
virtually all industries have invested in information technology to improve the
productivity of their business systems. Technology professionals form the
cornerstone of these companies' ability to employ technology to increase
productivity and revenues.

   The technology workforce is large and growing rapidly. According to the U.S.
Bureau of Labor Statistics' ("BLS") occupational employment projections to
2010, the five fastest growing occupations in the U.S. are in computer services
and related fields, as are eight of the top 20 fastest growing occupations. In
addition, according to the BLS, the computer services sector is forecast to
grow at an average annual rate of 6.4%, adding 1.8 million jobs to the economy
by 2010, and adding jobs at a faster rate than any other sector.

   The Information Technology Association of America's ("ITAA") "Building
Better Information Technology Skills and Careers" study (April 2001) found a
U.S. information technology workforce of over 10 million in the private sector,
and forecast a continued acute shortage of skilled information technology
professionals.

   The technology workforce that we serve has several unique characteristics.
First, technology is a highly specialized discipline, and these jobs have
technical requirements that can be specified to a far greater degree than more
generalized fields. A company seeking to hire technology professionals can be
very specific about listing the qualifications for these professionals. Second,
turnover in the technology community has historically been higher than in the
general workforce, with technology professionals constantly looking for a
company or project that will involve them in leading-edge work. The combination
of the shortage of skilled technology professionals, the "free agent" nature of
the technology workforce, and the project-oriented nature of technology work
have led to high turnover in this marketplace.

  Online Recruiting

   With the shift in the U.S. toward a service and knowledge-based economy, an
increasing premium has been placed on the acquisition, maintenance and
development of human capital. At the same time, demographic trends are
anticipated to lead to labor shortages over the next ten years. Data published
by the BLS indicates that while Gross Domestic Product is forecast to increase
by an average rate of 7.1% per year from 2000 to 2010, the U.S. labor force is
forecast to increase by only 1.1% per year. Moreover, BLS data also indicates
that average job tenure has declined 27% from 1983 to 2000, and the 25-55 age
group changes jobs, on average, every three to five years.

   These demographic trends point to an increasing demand for recruitment of
skilled workers over the next several years. Historically, recruitment
advertising has largely been placed in traditional media such as classified
sections of newspapers and other print media. Today, online recruiting services
are being adopted as an efficient and effective medium for recruitment
advertising.

   The Internet is transforming what was once a highly fragmented and
inefficient recruiting market to a national market. Online recruiting extends
the reach of the recruiter across geographic lines and provides the opportunity
for round-the-clock contact between recruiters and candidates. Jobs and resumes
can be stored, reviewed and screened online at any place and at any time. We
believe that the cycle time for hiring is also being reduced dramatically
through online recruiting and that the cost of online recruitment advertising
is considerably less than traditional costs like print classified advertising.

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   Each of these factors is contributing to the shift of an increasing share of
recruitment advertising from traditional media to online. Surveys conducted by
Forrester Research, as well as by financial analysts, indicate that employers
and recruiters expect to increase the share of recruitment dollars spent on
online recruiting by as much as 50% through 2004. Estimated industry results
for 2001 indicate that newspaper classified advertising has lost market share
to online recruiting. IDC, a leading technology industry research company, has
also estimated the overall United States online recruiting industry to be $1.4
billion in revenues in 2001, and that it will grow by 37% compounded annually
through 2006.

OUR BUSINESS

  Dice.com

   Dice.com, founded in 1991 and acquired by us in 1999, has focused
exclusively on technology jobs for eleven years and has developed strong brand
recognition among both information technology recruiters and employers, and job
seekers. According to Media Metrix and IDC, dice.com is the No. 1 online
technology-focused job board based on candidate traffic to the site and
revenues. Our customers and our audience of technology job seekers provide the
content of our business--job postings and resumes, respectively. Dice.com
serves employers and recruiters of technology professionals, which include
direct employers, staffing companies and recruiting firms that recruit
technology professionals for direct employers. Dice.com also serves technology
professionals who are regularly seeking full-time, part-time and contract jobs.
Over 1,000,000 profiles have been registered by job seekers on dice.com.

   Our search technology and the vertical industry focus of our online job
board enable us to provide job seekers with the ability to perform highly
targeted job searches based on tech-specific criteria. Such focused searches
are generally unavailable through other nationally recognized job boards, which
typically do not segment job opportunities based on technology industry
criteria.

   Dice.com's customer base is diversified across technology and non-technology
companies. Employers who purchase our online recruiting services look to us to
help them find the right employee or independent contractor. Through mid-1999,
recruiters and staffing/consulting firms formed dice.com's customer base. In
mid-1999, shortly after we acquired dice.com, the service was made available to
direct employers, which greatly expanded our potential customer base. In late
2001, we launched a program targeted to recruitment advertising agencies that
place online job postings on behalf of their clients. To date, we have signed
five of the top seven recruitment advertising agencies to this program.

   Dice.com customers typically purchase our services through either monthly
subscription products or longer-term contractual arrangements. At the end of
2001, we had approximately 2,900 customers paying us to post their job
listings, and an additional 120 companies which have signed long-term
agreements covering multiple locations. Customers include companies such as
Allegis, Microsoft, Wal-Mart, Johnson & Johnson, Manpower, Eli Lilly, Xerox,
CNET Networks, Adecco, Computer Sciences Corp, Hall Kinion, Bank of America,
and AOL. In 2001, no one customer accounted for more than 2% of Dice's total
revenue.

   Dice.com offers a number of other online career resources and JobTools to
technology job seekers. JobTools include Announce Availability (which allows
job seekers to post their qualifications and availability into a database
searchable by our customers), JobSeeker (which notifies job seekers by email
when jobs are posted that match their customized profiles), email newsletters,
and ResumeOnline (which provides job seekers a place to maintain online
resumes). Dice.com also maintains a detailed rate and salary survey that allows
job seekers to assess what certain types of technology jobs pay and the
relative value of obtaining certain types of information technology skills.
These JobTools enable us to serve technology professionals who are actively
seeking employment through Announce Availability as well as those who have
registered for other career management services at dice.com.

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   We have entered into over 20 agreements with online companies and websites
through which we are the exclusive provider of job postings for approximately
60 technology-focused websites. This network includes leading tech-centric
sites such as CNET.com, ZDNet.com and websites operated by INT Media Group. In
March 2001, we signed a three-year agreement with CNET Networks, Inc. that
makes dice.com the exclusive information technology job listing provider for
CNET Networks' CNET.com and ZDNet.com sites. According to Media Metrix,
CNET.com and ZDNet.com attract the largest tech-centric audience on the Web. We
have created two co-branded sites that enable CNET.com and ZDNet.com's combined
audience of technology-interested users to search for jobs, create tech skills
profiles, submit resumes online and access other career tools. The sites, which
were launched in April 2001, contain features found on dice.com, including
Announce Availability, JobTools accounts, JobSeeker and ResumeOnline. In
January 2001, we entered into an agreement with INT Media Group for the launch
of a new joint vertical content channel, the Career Channel, hosted at INT
Media Group's website. These exclusive agreements help to provide a broad flow
of candidates for the jobs our customers pay us to post.

  MeasureUp

   We provide online technology certification test preparation and related
products through MeasureUp. In the highly specialized technology world,
certification is becoming an increasingly important component in a technology
professional's skill set, as it provides an objective measurement to
demonstrate that a technology professional has the specific skills that can
lead him or her to higher paying jobs. Technology professionals preparing for
certification exams use these products at training centers or individually
online. Employers also have an interest in certification--both to help them
screen candidates and to retain employees through in-house training programs.
MeasureUp provides online practice exams to help prepare technology
professionals for the actual certification exams from leading vendors and other
entities such as Microsoft, Cisco, CompTIA, CIW, Oracle and Novell.

   We provide practice tests and assessment products which help technology
professionals assess their skills and obtain certifications that can enhance
their knowledge and advance their careers. Our content is included as part of
information technology training programs by hundreds of training centers,
including New Horizons, ExecuTrain and CompUSA.

   In 2001, MeasureUp released 24/7 Live Tutoring, giving users the ability to
contact certified professionals online 24 hours a day, seven days a week;
e-Learning, enabling users to expand their knowledge and review information at
their own pace; and e-Certifications, providing a quick and affordable method
for technology professionals to prove their skills and knowledge.

STRATEGY

   Our objective is to continue to grow revenues, achieve profitability and
increase market penetration of the technology career services market through
serving the needs of technology professionals and the companies who employ
them. We intend to achieve this objective by maintaining and strengthening our
position as a leading online technology-focused job board, expanding our
customer base, strengthening our brand recognition and our sales force, and
developing new channels of distribution. We may pursue these strategies through
internal growth, selective acquisitions of companies or assets, joint ventures,
licensing arrangements or other strategic initiatives.

  Maintain and strengthen our position as a leading online technology-focused
  job board

   We believe that our ability to achieve our growth objectives will be
enhanced by our ability to maintain and strengthen our position as a leading
online technology-focused job board. To achieve this objective, we intend to
continue to enhance the services that we provide to both technology
professionals seeking jobs and to our customers seeking these professionals. We
also intend to broaden our technology-focused offerings, to grow our audience
of job seekers and to maintain a strong presence on tech-centric websites which
fosters the flow of job seekers to our website.

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  Expand our customer base

   Our growth objectives will also be enhanced by increasing both our customer
base and the amount of services our customers purchase. Key elements of this
strategy include increasing the awareness of our services among direct
employers of technology professionals, continuing to strengthen our sales
operations, and further developing the use of longer term contractual
arrangements with large customers. We may also expand our offerings
internationally, as our existing strength as a leader in technology-focused
online recruiting will enable us to take advantage of the increasing need for
these services outside the U.S.

  Strengthen our brand recognition

   We intend to expand our visibility and contact with a more targeted audience
of potential customers of our services, as well as with our existing customers.
In addition, we will continue to promote our company and our products through a
variety of offline and online media and promotional activities.

  Strengthen our sales force and develop new channels of distribution

   We intend to continue to strengthen our sales organization to reach greater
numbers of potential customers. Within our sales organization, we intend to
develop new channels of distribution, including expanding the recruitment
advertising agency program.

   From time to time, we consider and have discussions regarding various
strategic alternatives designed to maximize shareholder value, including
possible debt restructurings and sale, merger, joint venture or other business
combination alternatives. There can be no assurance, however, that any
transaction will occur.

SALES AND MARKETING

  Sales

   We have strengthened our sales organization at dice.com to further penetrate
the market for online technology job postings and recruiting services. At
dice.com, a corporate-focused field sales group was created in late 2000 to
develop longer term contractual arrangements targeting Fortune 1000 companies
and other large businesses. Our in-house sales organization includes three
specialized teams focused on new account acquisition, maintainance and
development of existing accounts, and recruitment advertising agencies and
strategic alliance partners.

   As of February 22, 2002, our total sales organization, including MeasureUp,
had 44 sales personnel (including sales administration) and 24 customer support
personnel.

  Marketing

   Market success in the highly competitive online world requires integrated
and intensive marketing. In 2001, we continued to focus on extending our
leadership position in online technology recruiting. We promoted our brand
strength, industry leadership and competitive advantage to reach greater
numbers of potential customers and further strengthen our customer
relationships.

   Market conditions changed significantly during 2001, as unemployment
increased and many corporations reduced technology spending. As a result, we
have continued to place more emphasis on marketing efforts to support targeted
customer acquisition and retention, and less emphasis on television and radio
campaigns directed toward broader-based job seeker awareness.

   We developed a new print advertising campaign, placing additional emphasis
on human resources professionals and highlighting the effectiveness and
cost-efficiency of the dice.com service. To support customer acquisition
efforts, we launched the DiceReview, an opt-in electronic newsletter providing
valuable and unique human resources content. As of February 2002, the
DiceReview was received by over 9,000 prospect companies and over 5,000
customer contacts. These activities, combined with ongoing trade show presence,
conferences and public relations activities continued to build brand awareness
throughout the year.

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   We have pursued and completed strategic relationships, such as our
agreements with CNET Networks and other technology-focused organizations, to
enhance brand awareness for the dice.com brand and to generate traffic through
major distribution portals and search engines. We have also completed a number
of marketing agreements to become the exclusive provider of job listings and
resume registrations for a number of high-traffic technology websites to
support dice.com's strategy to retain category leadership by maintaining a
unique candidate pool of the most qualified technology professionals.

COMPETITION

   Since the advent of commercial services on the Internet, the number of
online job-related services competing for users' attention and spending has
proliferated, particularly in the technology industry. We expect that
competition will continue to intensify. The intensification of competition has
been characterized by pressure to incorporate new capabilities and technologies
and aggregate job seekers to utilize services. We compete with horizontally
focused online job boards such as Monster.com (TMP Worldwide), Hotjobs.com
(Yahoo!), and CareerBuilder (Tribune and Knight Ridder) as well as online job
boards focused specifically on the technology job market like BrassRing,
Techies.com and ComputerJobs.com. In recent months, several of our competitors
have completed acquisitions which will result in their consolidation into
fewer, larger and potentially better financed entities. These include the
acquisition of Resumix by HotJobs.com in May 2000, the acquisition of
HeadHunter.net in November 2001 by CareerBuilder, and the acquisition of
Hotjobs.com in February 2002 by Yahoo!. Consolidation by our competitors may
allow them to more rapidly acquire significant market share. We also compete
with traditional media companies that carry classified advertising, national
and regional advertising agencies, Internet portals, specialized and integrated
marketing communication firms, executive search firms and search and selection
firms. Our ability to maintain our existing customer base and generate new
customers depends to a significant degree on the quality of our services, our
pricing and our reputation among our customers and potential customers.

INTELLECTUAL PROPERTY

   We seek to protect our intellectual property through a combination of
license agreements, service mark, copyright, trade secret laws and other
methods of restricting disclosure and transferring title. We have no patents or
patents pending for our current online services and do not anticipate that
patents will become a significant part of our intellectual property in the
foreseeable future. We generally enter into confidentiality agreements with our
employees, consultants, vendors and customers, license agreements with third
parties and generally seek to control access to and distribution of our
technology, documentation and other proprietary information. We generally
pursue the registration of our service marks in the United States and
internationally. We have been assigned the DICE trademark; our wholly-owned
subsidiary, MeasureUp, Inc., is the trademark owner of MEASUREUP; and we have
applied for the registration of additional service marks.

U.S. AND FOREIGN GOVERNMENT REGULATION

   Congress has passed legislation that regulates certain aspects of the
Internet, including online content, copyright infringement, user privacy,
taxation, access charges, liability for third-party activities and
jurisdiction. In addition, federal, state, local and foreign governmental
organizations have enacted and also are considering, and may consider in the
future, other legislative and regulatory proposals that would regulate the
Internet. Areas of potential regulation include, but are not limited to, libel,
electronic contracting, pricing, quality of products and services and
intellectual property ownership.

   The European Union also has enacted several directives relating to the
Internet and various EU member states have implemented them with national
legislation. In order to safeguard against the spread of certain illegal and
socially harmful materials on the Internet, the European Commission has drafted
the "Action Plan on Promoting the Safe Use of the Internet." Other European
Commission directives and national laws address the regulation of privacy,
e-commerce, security, commercial piracy, consumer protection and taxation of
transactions completed over the Internet.

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   It is not known how courts and administrative agencies will interpret and
apply both existing and new laws. Therefore, we are uncertain as to how new
laws or the application of existing and new laws will affect our business. In
addition, our business may be indirectly affected by our vendors and customers
who may be subject to such legislation. Increased regulation of the Internet
may decrease the growth in the use of the Internet, which could decrease the
demand for our services, increase our cost of doing business or otherwise have
a material adverse effect on our business, results of operations and financial
condition.

EMPLOYEES

   As of February 22, 2002, we had 153 full-time employees, including 81 in
sales, marketing and customer support, 40 in systems and 32 in corporate,
finance and administrative positions. Our employees are not represented by any
union, and we consider our relations with our employees to be good.

RISK FACTORS

   Every investor or potential investor in Dice should consider the following
risks:

  Our limited operating history in our technology career services business
  makes evaluating our business and prospects difficult.

   Although we commenced operations in October 1994 and our dice.com business
has been in operation since 1991, we have had a number of different operating
models since that time. We shifted our core business to the technology career
services business at the end of 2000 and since then have focused solely on the
technology career services aspect of our business. As a result, we have a
limited operating history for our current business upon which you can evaluate
our business and prospects. Investors should evaluate our chances of financial
and operational success in light of the risks, uncertainties, expenses, delays
and difficulties associated with operating a business in its early stages of
development, particularly in a new and evolving market such as online
recruiting. Some of the risks that we face are described in the following
paragraphs. Our failure to address these risks could have a material adverse
effect on our business, results of operations and financial condition.

  Our historical financial data is of limited value in evaluating our future
  prospects, because of our recent dispositions and the shift of our core
  business to the technology career services business.

   Our historical financial data is of limited value in evaluating our future
prospects for the following reasons:

   .   From June 1996 through December 2000, we generated $44.0 million,
       cumulatively, of our revenues from our content business.

   .   In December 2000, we completed the sale of the certain assets of our
       content business and we ceased the operations of the remainder of our
       content businesses in December 2000 and February 2001.

   .   Also in December 2000, we transferred certain assets of our educational
       courseware business and ceased our remaining operations in that business.

   .   As a result of these transactions, our results of operations prior to
       December 2000 do not solely reflect the results of operations of our
       technology career services business. Since our divestitures of the
       content business and the education business, we have focused our core
       business on our technology career services business; and in the future
       we expect to generate most of our revenues from our technology career
       services business.

   For the reasons stated above, it may be difficult to compare our future
results of operations with our results of operations from previous years.

  We may be adversely affected by an extended downturn in the United States or
  in the worldwide economy.

   During the recession which began in 2001, employers have reduced or
postponed their recruiting efforts generally, and their online recruiting
efforts of technology professionals in particular. Demand for online

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recruitment of technology professionals has also been significantly and
adversely affected during this recession. If an economic downturn or recession
continues for an extended period in the United States or abroad, our business,
financial condition and results of operations could be materially adversely
affected.

  We have a history of losses and may need additional financing to continue our
  operations.

   We have incurred operating losses, as well as net losses, for all of the
fiscal years during which we have operated. In the year ended December 31,
2001, we incurred an operating loss of $13.7 million and a net loss of $12.8
million. We expect to continue to incur operating losses and net losses for the
foreseeable future.

   We have increased our operating expenses significantly, expanded our sales
and marketing operations and have continued to develop and extend our online
technology career services. In the future, we may not generate sufficient
revenues to pay for all of these operating or other expenses which could have a
material adverse effect on our business, results of operations and financial
condition.

  We have a substantial amount of indebtedness which could affect our financial
  condition.

   As of December 31, 2001, we had outstanding $71.2 million principal amount
of 7% convertible subordinated notes. If we cannot generate sufficient cash
flow from operations to service our debt, we may need to further refinance our
debt, dispose of assets, or issue equity to obtain necessary funds. We do not
know whether we will be able to refinance our debt, issue equity or dispose of
assets on a timely basis or on terms satisfactory to us. If we are unable to
improve our operating performance, further refinance our debt, or raise funds
through asset sales, sales of equity or otherwise, then our ability to pay
principal and interest in cash on the notes would also be impaired.

   Our indebtedness could limit our ability to:

   .   obtain necessary additional financing for working capital, capital
       expenditures or other purposes in the future;

   .   plan for, or react to, changes in our business and competition;

   .   make future acquisitions; and

   .   react in an extended economic downturn.

  Our quarterly results may fluctuate, which could cause the price of our
  common stock to fall.

   Our quarterly revenue and results of operations are difficult to predict and
may fluctuate significantly from quarter to quarter. If our quarterly revenue
or results of operations fall below the expectations of investors or
market analysts, the price of our common stock could fall. Our quarterly
revenue may fluctuate for several reasons, including:

   .   changes in customer demand for online recruiting services;

   .   the cancellation of a significant number of customer accounts; and

   .   an increased number of customers may choose to pay for our services on a
       monthly posting basis instead of an annual subscription basis; to the
       extent a greater proportion of our revenue is attributable to customers
       who choose to pay on a monthly posting basis, our operating results may
       fluctuate to a greater extent from period to period.

   A significant percentage of our expenses are fixed. Moreover, our expense
levels are based, in part, on our expectations of future revenue. We may be
unable to adjust spending in a timely manner to compensate for any unexpected
revenue shortfall, and any significant shortfall in revenue in relation to our
expectations could cause significant changes in our results of operations from
quarter to quarter.

                                      10

<PAGE>

   Because of these factors, we believe that any period-to-period comparisons
of our results of operations may not be meaningful and you should not rely on
our quarterly revenues and results of operations to predict our future
performance.

  If we fail to maintain and develop our reputation and brand recognition our
  business would be adversely affected.

   We believe that establishing and maintaining the identity of our brands is
critical in attracting and maintaining the number of the technology
professionals, employers and recruiters using our services, and that the
importance of brand recognition will increase due to the growing number of
Internet services. Promotion and enhancement of our brands will depend largely
on our success in continuing to provide high quality online technology career
services. If users do not perceive our existing online technology career
services to be of high quality, or if we introduce new online services or enter
into new business ventures that are not favorably received by users, the
uniqueness of our brands could be diminished and the attractiveness of our
website to technology professionals, employers and recruiters could be reduced.
We may also find it necessary to increase substantially our financial
commitment to creating and maintaining a distinct brand loyalty among users. If
we (1) cannot provide high quality online technology career services, (2) fail
to protect, promote and maintain our brands, or (3) incur excessive expenses in
an attempt to improve our online technology career services or promote and
maintain our brands, our business, results of operations and financial
condition could be materially adversely affected.

  We compete in a highly competitive developing market and we may be unable to
  compete successfully against existing and future competitors.

   The market for our online technology career services is rapidly evolving.
Barriers to entry in the online technology career services market are
relatively low. Accordingly, new competitors may emerge. We do not own any
patented technology that precludes or inhibits competitors from entering the
online technology career services market. Existing or future competitors may
develop or offer services that are comparable or superior to ours at a lower
price, which could have a material adverse effect on our business, results of
operations and financial condition. We compete with other companies that direct
all or portions of their websites towards certain segments or sub-segments of
the technology industry. We also compete with traditional media companies that
carry classified advertising, national and regional advertising agencies,
Internet portals, specialized and integrated marketing communication firms,
executive search firms and search and selection firms.

   Many of our competitors may have longer operating histories, larger client
bases, longer relationships with clients, greater brand or name recognition, or
significantly greater financial, technical, marketing and public relations
resources than we do. As a result, they may be in a position to respond more
quickly to new or emerging technologies and changes in customer requirements,
and to develop and promote their products and services more effectively, than
we can now. There has also been a trend toward business consolidation in the
online recruiting industry. In recent months, several of our competitors have
either completed or announced acquisitions which will result in their
consolidation into fewer, larger and potentially better financed entities. We
may not be able to compete successfully against present or future competitors
which could materially adversely affect our results of operations and financial
condition.

  We may lose business if we fail to keep pace with rapidly changing
  technologies.

   Our success is dependent on our ability to adapt to rapidly changing
technology and improve the features, reliability and functionality of our
service offerings and related products in response to our competitors. If we
are unable to develop and introduce new products and services, or enhancements
to existing products and services, in a timely and successful manner, our
business, results of operations and financial condition could be materially and
adversely affected.

  We must adapt our business model to keep pace with rapid changes in the
  online recruiting business.

   Providing career development and recruitment services on the Internet is a
relatively new and rapidly evolving business, and we will not be successful if
our business model does not keep pace with new trends and

                                      11

<PAGE>

developments in this area. We do not yet know whether online recruiting will
continue to gain market acceptance at its current rate. The adoption of online
recruiting and job seeking, particularly among those who have historically
relied upon traditional recruiting methods, requires the acceptance of a new
way of conducting business, exchanging information and applying for jobs. Our
sales force spends a substantial amount of time and resources retaining
existing accounts and educating employers and recruiters about our services and
training them how to use our services. If we are unable to adapt our business
model to keep pace with changes in the online recruiting business, our
business, results of operations and financial condition could be materially
adversely affected

  The market price of our common stock has been volatile and may decline.

   Our common stock began trading on the Nasdaq National Market System on
November 11, 1998. The overall market for the equity securities issued by
Internet-related companies has been especially volatile. Our common stock's
market price has been highly volatile and has declined significantly since
January 2000. The high and low sales prices of our common stock were $89.00 and
$25.38 per share in 1999, $53.00 and $4.75 in 2000, and $8.00 and $0.44 in
2001. The closing price of the shares of our common stock on March 7, 2001 was
$2.01 per share. Factors that may materially adversely affect the market price
of our common stock include the following:

   .   actual or anticipated variations in our financial results and earnings;

   .   announcements of technological innovations, new sales formats or new
       products or services by us or our competitors;

   .   changes in financial estimates by securities analysts for us or our
       competitors;

   .   fluctuations in the stock prices of our competitors;

   .   additions or departures of key personnel;

   .   announcements of extraordinary events, including material litigation,
       acquisitions or changes in pricing policies by us or our competitors;

   .   changes in the market for our online services;

   .   conditions or trends in the Internet and online commerce industries;

   .   changes in the economic performance and/or market valuations of other
       Internet, online service or retail companies;

   .   announcements by us or our competitors of significant acquisitions,
       strategic partnerships, joint ventures or capital commitments;

   .   general economic, political and market conditions; and

   .   sales or issuances of our common stock.

   The broad market and industry factors referred to above may adversely affect
the market price of our common stock, regardless of our actual operating
performance. In the past, following periods of volatility in the market price
of stock, many companies have been the object of securities class action
litigation. If we were to be sued in such a securities class action, it could
result in substantial costs and a diversion of management's attention and
resources.

  Issuances of additional shares of our common stock or substantial sales of
  our outstanding common stock could adversely affect our stock price.

   As of March 7, 2002, we had 10,956,223 outstanding shares of common stock.

   Under the acquisition agreement pursuant to which we acquired D & L Online,
we are obligated to pay the final earnout obligation to the sellers of D & L
Online in the amount of $4.0 million in April 2002, of which $2.0

                                      12

<PAGE>

million is payable in cash or common stock, at our option. If we decide to pay
$2 million of this earnout obligation in shares of our common stock, rather
than cash, we could be required to issue a significant number of new shares,
depending on the then current market price of the shares of our common stock
and those issuances could have an adverse effect on the market price of our
common stock.

   In addition, we may issue equity securities, including shares of our common
stock, to finance acquisitions or raise necessary capital in the future. The
issuance of equity securities would dilute the ownership interests of our
stockholders.

  Delisting of our common stock could have a material adverse affect on the
  market price of, and the liquidity of the trading market for, our common
  stock.

   Our common stock is quoted on the Nasdaq National Market. There are a number
of continuing requirements that must be satisfied in order for a company's
stock to remain eligible for quotation on the Nasdaq National Market. These
requirements include maintaining a minimum bid price of $3.00 and a minimum
market value of publicly held shares of $15,000,000. On February 14, 2002, we
received notification from Nasdaq that we had failed to be in compliance with
these requirements over the previous 30 consecutive trading days as required
for continued listing on the Nasdaq National Market. To regain compliance with
the listing requirements, our common stock must maintain a minimum bid price of
$3.00 and our minimum market value of publicly held shares must be $15,000,000
or more, in each case, for ten consecutive trading days at anytime before May
15, 2002. Nasdaq has informed us that, if we have not demonstrated compliance
with these two requirements or applied to transfer to the Nasdaq SmallCap
Market prior to May 15, 2002, Nasdaq would provide us with notification of its
intent to delist our common stock. At that time, we have the right to appeal
Nasdaq's decision to the Nasdaq Listing Qualifications Panel. We cannot assure
you that any appeal if made would be successful. Although management is
exploring ways to regain compliance with the continued listing requirements, we
cannot assure you that we will regain compliance in a timely fashion or at all.
If we fail to satisfy the continued listing requirements of either the Nasdaq
National Market or the Nasdaq SmallCap Market we anticipate that our common
stock would be eligible to trade on the OTC Bulletin Board or in the "pink
sheets" maintained by the National Quotation Bureau, Inc.

   The delisting of our common stock from Nasdaq could have a material adverse
effect on the market price of, and the liquidity of the trading market for, our
common stock. Delisting could also reduce the ability of holders of our common
stock to purchase or sell shares as quickly and as inexpensively as they have
done historically. This lack of liquidity would make it more difficult for us
to raise capital in the future or use our shares to make acquisitions. Each of
these events could have a material adverse effect on our business, financial
condition and operating results.

  Our potential future growth may strain our resources.

   A key part of our strategy is to grow our business and operations, which may
strain our managerial, operational and financial resources. To manage
acquisitions and future growth, our management must continue to improve our
operational and financial systems and expand, train, retain and manage our
employee base. Our management may not be successful in effectively managing our
growth. If our systems, procedures and controls are inadequate to support our
operations, our expansion could be halted and we could lose an opportunity to
gain significant market share. Any inability to manage growth effectively could
have a material adverse effect on our business, results of operations and
financial condition.

  We may be unable to consummate potential acquisitions or integrate the
  operations of companies we acquire, which could adversely affect our business.

   Our growth may depend in part on our ability to identify suitable
acquisition candidates and to acquire them on appropriate terms. If we are
unable to identify suitable acquisition candidates or acquire them on
appropriate terms, our business could be adversely affected. In addition, the
anticipated results of any acquisitions may not be

                                      13

<PAGE>

realized. We cannot assure you that we will be able to acquire any candidates
that we do identify. Even if we are successful in making an acquisition we may
encounter risks including the following:

   .   expenses, delays and difficulties of integrating the acquired company
       into our existing organization;

   .   potential disruption of our ongoing business;

   .   diversion of management's attention;

   .   the amortization of the acquired company's intangible assets;

   .   impact on our financial condition due to the timing of the acquisition;

   .   failure to retain key personnel;

   .   difficulties integrating the personnel and cultures of the acquired
       company into our organization; and

   .   potential legal liabilities.

If any of these risks materialize, they could have a material adverse effect on
our business, results of operations and financial condition.

  We rely on a number of strategic relationships and the loss of these
  strategic relationships could adversely affect our business.

   We rely on strategic relationships, like our agreement with CNET and ZDNet
to offer dice.com's job seeker services on a private label basis to the CNET
and ZDNet audiences and our career channel services agreement with INT Media
Group, Inc., to attract job seekers to our online services. These
relationships, which continue through April 2004, and August 2002,
respectively, may not continue or we may not be able to develop additional
third party alliances on acceptable commercial terms. Our inability to maintain
current strategic relationships generally or to develop new strategic
relationships could have a material adverse effect on our business, results of
operations and financial condition.

  We are subject to pending legal proceedings which if determined adversely to
  us could have a material adverse effect on our business.

   On July 5, 2001, Scott Wainner commenced an arbitration against us before
the American Arbitration Association. Wainner asserts various claims under an
Asset Purchase Agreement, dated July 13, 1999 between us and Mr. Wainner
relating to the purchase by us of certain websites. Mr. Wainner claims that he
is entitled to certain additional payments under the Asset Purchase Agreement
and also alleges that we have breached other obligations to him. In his demand
for arbitration, Mr. Wainner seeks damages in the amount of $2 million, plus
interest and other amounts. We transferred the websites in question to INT
Media Group, Inc. on December 26, 2000. We believe that we have meritorious
defenses to Mr. Wainner's claims, and we intend to vigorously contest this
proceeding. The hearings in the arbitration have commenced. Due to the inherent
uncertainties of arbitration, we cannot predict the outcome of the proceeding
with any certainty. An adverse outcome in the arbitration could have a material
adverse effect on our business.

   On November 5, 2001, a class action lawsuit was filed in the United States
District Court for the Southern District of New York against us, certain of our
present and former directors and former officers, and the underwriters of our
initial public offering and secondary offering (J.P. Morgan Securities, Inc.,
Bear Stearns & Co., Inc., Volpe Brown Whelan & Co., LLC and Wit Capital
Corporation). The complaint alleges, among other things, that the underwriters
of our initial public offering and secondary offering violated the securities
laws by failing to disclose certain alleged compensation arrangements (such as
undisclosed commissions or stock stabilization practices) in the registration
statements for the offerings. We and certain of our present and former
directors and former officers are named in the complaints pursuant to Section
11 of the Securities Act of 1933. Similar actions have been filed against more
than 300 other issuers and their underwriters relating to offerings since 1998.
We intend to defend the case vigorously. Due to the inherent uncertainties of
litigation, we cannot

                                      14

<PAGE>

predict the outcome of this litigation with any certainty. An adverse outcome
in this litigation could have a material adverse effect on our business.

   We are party to other claims and litigation that arise in the normal course
of business. We believe that the ultimate outcome of those other claims and
litigation will not have a material effect on our financial position or results
of operations.

  Misappropriation or misuse by licensees of our intellectual property could
  harm our reputation, affect our competitive position and cost us money.

   We believe that our service marks and other proprietary rights are important
to our success and competitive position. Although we generally enter into
confidentiality agreements with our employees, consultants, vendors and
customers, and license agreements with third parties and generally seek to
control access to and distribution of our technology, documentation and other
proprietary information as well as proprietary information licensed from third
parties, these agreements and efforts may not be effective. Although we
generally pursue the registration of our service marks and other intellectual
property, we have copyrights, trademarks and/or service marks that have not
been registered in the United States and/or other jurisdictions. The steps we
have taken to protect our proprietary rights may not be adequate, and third
parties could infringe or misappropriate our copyrights, service marks, trade
dress and similar proprietary rights. If this were to occur, it could harm our
reputation and affect our competitive position. It could also require us to
spend significant time and money in litigation.

   We have licensed in the past, and expect to license in the future, various
elements of our distinctive trademarks, service marks, trade dress, trade
secrets and similar proprietary rights to third parties. While we attempt to
ensure that the quality of our brands is maintained by these licensees, we
cannot assure you that these licensees will not take actions that could
materially and adversely affect the value of proprietary rights or the
reputation of our online services, either of which could adversely affect our
business and reputation.

  Four of our directors or their affiliates own a significant percentage of our
  shares and may have the power to influence our company and their interests
  may be adverse to our other stockholders.

   As of March 7, 2002, affiliates of Warburg, Pincus Ventures, L.P., Jack D.
Hidary and Murray Hidary owned 31.5% of the aggregate amount of the outstanding
shares of our common stock and individually owned the percentage set forth
opposite their respective names below. Two of our directors are affiliated with
Warburg, Pincus Ventures, L.P. and both Jack Hidary and Murray Hidary, who are
brothers, are directors of Dice.

<TABLE>
<S>                                                   <C>
Warburg, Pincus Ventures, L.P. ..............          16.6%
Jack D. Hidary ..............................           7.5%
Murray Hidary ...............................           7.4%
</TABLE>

   If the stockholders listed above choose to act or vote in concert, they
would have the power to influence the election of our directors, the
appointment of new management and the approval of any other action requiring
the approval of our stockholders, including any amendments to our certificate
of incorporation, mergers and sales of all of our assets. In addition, without
the consent of these stockholders, we could be prevented from entering into
potentially beneficial transactions. Conversely, third parties could be
discouraged from making a tender offer or bid to acquire us at a price per
share that is above the prevailing market price of our common stock.

  Capacity constraints, systems failures or breaches of our network security
  could materially and adversely affect our business.

   We derive a substantial majority of our revenues from customers that pay to
post their job opportunities and purchase other services. The amounts they are
willing to pay for such services depend to a significant degree on the number
of job seekers who visit our website. Any system failure, including network,
software or hardware

                                      15

<PAGE>

failure that causes interruption or an increase in response time of our online
services, could result in decreased usage of our services. If these failures
are sustained or repeated, they could reduce the attractiveness of our online
services to our users and employment advertisers. An increase in the volume of
queries conducted through our online services could strain the capacity of the
software or hardware we employ. This could lead to slower response times or
system failures and prevent users from accessing our website for extended
periods of time, decreasing usage of our services.

   Our operations are dependent in part upon our ability to protect our
operating systems against:

   .   physical damage from acts of God;

   .   terrorist attacks or other acts of war;

   .   power loss;

   .   telecommunications failures;

   .   physical and electronic break-ins;

   .   hacker attacks;

   .   computer viruses; and

   .   similar events.

   The occurrence of any of these events could result in interruptions, delays
or cessations in service to users of our online services, which could have a
material adverse effect on our business, results of operations and financial
condition.

   Overall Internet usage could decline if any well-publicized compromise of
security occurs or if there is a perceived lack of security of information,
including credit card numbers and other personal information. Hackers, if
successful, could misappropriate proprietary information or cause disruptions
in our services. We cannot assure you that we will be able to avoid hackers or
some other similar form of system disruption or denial of service attack.
Security breaches could have a material adverse effect on our business. In
addition, transmission of computer viruses to our Internet websites, whether
intentional or inadvertent, could expose us to a material risk of loss or
litigation and possible liability. Most general business interruption insurance
policies do not cover interruptions caused by computer viruses or hackers. We
have not added specific insurance coverage to protect against these risks.

  Our charter documents could make it more difficult for a third party to
  acquire us.

   Various provisions of our certificate of incorporation and by-laws are
designed to discourage or prevent a third party from acquiring control of us.
Our by-laws include restrictions on who may call a special meeting of
stockholders, and either a majority of the board of directors or the holders of
two-thirds of our outstanding capital stock, which are entitled to vote in the
elections of the board of directors, must approve all amendments to our by-laws.

   Our certificate of incorporation authorizes the board of directors to issue
up to 2,000,000 shares of "blank check" preferred stock. The board of directors
will have the authority without action by our stockholders to fix the rights,
privileges and preferences of and to issue, shares of this preferred stock. In
addition, our certificate of incorporation provides that the board of directors
will be divided into three classes with the directors serving staggered
three-year terms. Only the holders of two-thirds of our outstanding capital
stock that are entitled to vote in the elections of the board of directors can
amend this provision.

                                      16

<PAGE>

  We are dependent on the continued service of key executives and personnel
  whose expertise would be difficult to replace and, if we fail to retain our
  key executives and personnel, there could be a material adverse effect on our
  business.

   Our performance is substantially dependent on the performance of our senior
management and key technical personnel. We have employment agreements, which
include non-compete provisions, with all members of senior management and key
technical personnel. However, these senior managers and others may leave us and
could compete with us, which could have a material adverse effect on our
business, results of operations and financial condition. In addition, we have
not purchased key person life insurance on any members of our senior management.

   Our future success also depends upon our continuing ability to identify,
attract, hire and retain highly qualified personnel. Until recently there has
been a shortage of qualified personnel in the online services market, and there
may be shortages in the future. We compete intensely for qualified personnel
with other companies. If we cannot attract, motivate and retain qualified
professionals, our business, results of operations and financial condition
could be materially adversely affected.

  We may be liable with respect to the collection and use of users' personal
  information and our current practices may not be in compliance with proposed
  new laws and regulations.

   Our business depends on our ability to collect and use personal data from
the users of our website. In recent years, class action lawsuits have been
filed and the Federal Trade Commission and state agencies have commenced
investigations with respect to the collection, use and sale by various Internet
companies of users' personal information. While we believe we are in compliance
with current law, we cannot ensure that we will not be subject to any such
lawsuits or investigations. Moreover, our current practices regarding the
collection and use of user information may not be in compliance with currently
pending legislative and regulatory proposals by the United States federal
government and various state governments intended to limit the collection and
use of user information. While we have implemented and intend to implement
additional programs designed to enhance the protection of the privacy of our
users, these programs may not conform to all or any of these laws or
regulations and we may consequently incur civil or criminal liability for
failing to conform. As a result, we may be forced to change our current
practices relating to the collection and use of user information.

   Additionally, the European Union has adopted a directive, and most of the EU
states have adopted laws, that impose restrictions on the collection, use and
disclosure of personal data concerning EU residents, and on any transfer of
such data outside of the EU. In response to the directive and these laws, which
prohibit the transfer of data to countries that are not deemed to have laws
that adequately protect data subjects' privacy rights, other countries have
adopted or are considering adopting laws and regulations regarding the
collection, use and disclosure of personal data that meet the EU's standard for
adequacy. Additionally, directives and privacy acts of these other countries
may have an adverse effect on our ability to collect, use, disclose and
transfer personal data from users in the applicable countries and consequently
may have an adverse effect on our business.

   We could also be subject to liability if third parties become able to
penetrate our network security or otherwise misappropriate our users' personal
information or credit card information. This liability could include claims for
unauthorized purchases with credit card information, impersonation or other
similar fraud claims. It could also include claims for other misuses of
personal information, including unauthorized marketing purposes. These claims
could result in litigation.

  Our business is subject to U.S. and foreign government regulation of the
  Internet and taxation, which may have a material adverse effect on our
  business.

   Congress and various state and local governments, as well as the European
Union, have passed legislation that regulates various aspects of the Internet,
including online content, copyright infringement, user privacy, taxation,
access charges, liability for third-party activities and jurisdiction. In
addition, federal, state, local and

                                      17

<PAGE>

foreign governmental organizations are also considering legislative and
regulatory proposals that would regulate the Internet. Areas of potential
regulation include libel, pricing, quality of products and services and
intellectual property ownership. A number of proposals have been made at the
state and local level that would impose taxes on the sale of goods and services
through the Internet. Such proposals, if adopted, could substantially impair
the growth of commerce over the Internet and could adversely affect our future
results of operations and financial condition.

   A law imposing a three-year moratorium on new taxes on Internet-based
transactions was enacted by Congress in October 1998. Although the moratorium
was scheduled to expire in 2001, Congress has passed legislation extending this
moratorium until November 1, 2003. This moratorium relates to new taxes on
Internet access fees and state taxes on commerce that discriminate against
out-of-state websites. Sales or use taxes imposed upon the sale of products or
services over the Internet are not affected by this moratorium.

   Because a number of these laws are relatively new and still in the process
of being implemented, we do not know how courts will interpret these laws.
Therefore, we are uncertain as to how new laws or the application of existing
laws will affect our business. Increased regulation of the Internet may reduce
the use of the Internet, which could decrease the demand for our services,
increase our cost of doing business or otherwise have a material adverse effect
on our business, results of operations and financial condition.

ITEM 2.  PROPERTIES

   Our headquarters are located in a leased facility in New York City
consisting of a total of approximately 5,700 square feet of office space, which
lease expires in March 2009.

   We lease 90,000 square feet of office space in Urbandale, Iowa. The lease
commenced in October 2001 with an initial term of ten years and an option to
renew for an additional ten years or longer. The leases for our former office
space in Iowa expired in the fourth quarter of 2001.

   MeasureUp, located in Alpharetta, Georgia, has office space consisting of
approximately 9,100 square feet under lease, of which approximately 4,300
square feet is subleased to a third party. The Alpharetta lease and sublease
expire in January 2006.

   We have also entered into a sublease with a third party for all 5,500 square
feet of office space we lease in Boston. The Boston lease and sublease expire
in April 2003.

ITEM 3.  LEGAL PROCEEDINGS

   On July 5, 2001, Scott Wainner commenced an arbitration against us before
the American Arbitration Association. Wainner asserts various claims under an
Asset Purchase Agreement, dated July 13, 1999 between us and Mr. Wainner
relating to the purchase by us of certain websites. Mr. Wainner claims that he
is entitled to certain additional payments under the Asset Purchase Agreement
and also alleges that we have breached other obligations to him. In his demand
for arbitration, Mr. Wainner seeks damages in the amount of $2 million, plus
interest and other amounts. We transferred the websites in question to INT
Media Group, Inc. on December 26, 2000. We believe that we have meritorious
defenses to Mr. Wainner's claims, and we intend to vigorously contest this
proceeding. The hearings in the arbitration have commenced. Due to the inherent
uncertainties of arbitration, we cannot predict the outcome of the proceeding
with any certainty. An adverse outcome in the arbitration could have a material
adverse effect on our business.

   On November 5, 2001, a class action lawsuit was filed in the United States
District Court for the Southern District of New York against us, certain of our
present and former directors and former officers, and the underwriters of our
initial public offering and secondary offering (J.P. Morgan Securities, Inc.,
Bear Stearns & Co., Inc., Volpe Brown Whelan & Co., LLC and Wit Capital
Corporation). The complaint alleges, among other

                                      18

<PAGE>

things, that the underwriters of our initial public offering and secondary
offering violated the securities laws by failing to disclose certain alleged
compensation arrangements (such as undisclosed commissions or stock
stabilization practices) in the registration statements for the offerings. We
and certain of our present and former directors and former officers are named
in the complaints pursuant to Section 11 of the Securities Act of 1933. Similar
actions have been filed against more than 300 other issuers and their
underwriters relating to offerings since 1998. We intend to defend the case
vigorously. Due to the inherent uncertainties of litigation, we cannot predict
the outcome of this litigation with any certainty. An adverse outcome in this
litigation could have a material adverse effect on our business.

   We are party to other claims and litigation that arise in the normal course
of business. We believe that the ultimate outcome of those other claims and
litigation will not have a material effect on our financial position or results
of operations.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   No matters were submitted to a vote of our security holders during the
fourth quarter of our fiscal year ended December 31, 2001.

                                      19

<PAGE>

                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

   Dice's common stock is quoted on the Nasdaq National Market System
("NASDAQ") (Symbol: DICE). On June 13, 2001, we changed our name from EarthWeb
Inc. to Dice Inc. As part of this process we changed the ticker symbol under
which our stock trades on the NASDAQ from "EWBX" to "DICE."

   The following table sets forth, for the calendar periods indicated, the high
and low sales prices per share for Dice's common stock on NASDAQ:

<TABLE>
<CAPTION>
                                                  High   Low
                                                 ------ ------
                 <S>                             <C>    <C>
                 Year Ended December 31, 2001
                 First Quarter.................. $ 8.00 $ 2.25
                 Second Quarter................. $ 5.45 $ 1.50
                 Third Quarter.................. $ 2.40 $ 0.44
                 Fourth Quarter................. $ 1.85 $ 0.75

                 Year Ended December 31, 2000
                 First Quarter.................. $53.00 $21.88
                 Second Quarter................. $24.25 $ 8.13
                 Third Quarter.................. $17.13 $ 7.75
                 Fourth Quarter................. $18.13 $ 4.75

                 Year Ended December 31, 1999
                 First Quarter.................. $57.88 $34.25
                 Second Quarter................. $89.00 $25.38
                 Third Quarter.................. $50.00 $30.81
                 Fourth Quarter................. $55.31 $30.00
</TABLE>

   The bid prices reported for these periods reflect inter-dealer prices,
rounded to the nearest cent, and do not include retail markups, markdowns or
commissions, and may not represent actual transactions.

   There were approximately 178 stockholders of record as of March 7, 2002 and
the closing price of Dice's common stock on that day was $2.01

   Dice has paid no cash dividends on its common stock to date and does not
anticipate paying cash dividends in the immediate future.

                                      20

<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

   The following selected financial data should be read in conjunction with the
financial statements and notes thereto and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere
in this Annual Report. The statement of operations data for the years ended
December 31, 2001, 2000, and 1999 and the balance sheet data as of December 31,
2001 and 2000 are derived from our audited financial statements and are
included elsewhere in this Annual Report. The statement of operations data for
the years ended December 31, 1998 and 1997 and the balance sheet data as of
December 31, 1999, 1998 and 1997 are derived from our audited financial
statements not included herein. The historical results presented here include
the results of operations of content businesses we sold to INT Media Group in
December 2000, the education business exited in December 2000 and the remaining
content businesses that were exited in February 2001.

<TABLE>
<CAPTION>
                                                  Year Ended December 31,
                                      ----------------------------------------------
                                        2001      2000      1999     1998     1997
                                      --------  --------  --------  -------  -------
                                           (In thousands, except per share data)
<S>                                   <C>       <C>       <C>       <C>      <C>
STATEMENT OF OPERATIONS DATA:
Revenues............................. $ 56,297  $ 73,823  $ 31,050  $ 3,349  $ 1,135
Cost of revenues.....................    5,039    18,368    10,968    2,131    1,358
                                      --------  --------  --------  -------  -------
Gross profit (deficit)...............   51,258    55,455    20,082    1,218     (223)
                                      --------  --------  --------  -------  -------
Operating expenses:
   Product development...............    4,860     8,999     4,114    1,476    1,003
   Sales and marketing...............   28,562    43,248    27,715    4,547    1,018
   General and administrative........   10,768    13,045     9,875    3,356    2,567
   Restructuring and one-time
    charges, net.....................     (638)   38,675        --       --       --
   Goodwill impairment...............      876        --        --       --       --
   Depreciation......................    4,091     5,292     1,677      699      387
   Amortization......................   16,464    24,010    12,218      417      506
                                      --------  --------  --------  -------  -------
     Total operating expenses........   64,983   133,269    55,599   10,495    5,481
                                      --------  --------  --------  -------  -------
Loss from continuing operations......  (13,725)  (77,814)  (35,517)  (9,277)  (5,704)
Interest expense.....................   (6,138)   (6,076)     (494)     (20)      --
Interest and other income............    1,409     3,454     1,298      327      267
                                      --------  --------  --------  -------  -------
Loss from continuing operations
 before extraordinary item and
 discontinued operations.............  (18,454)  (80,436)  (34,713)  (8,970)  (5,437)
Extraordinary gain on repurchase of
 convertible notes...................    5,609
Loss from discontinued operations....       --        --        --       --   (2,384)
                                      --------  --------  --------  -------  -------
Net loss............................. $(12,845) $(80,436) $(34,713) $(8,970) $(7,821)
                                      ========  ========  ========  =======  =======
Basic and diluted net loss per
 share from continuing operations.... $  (1.75) $  (7.86) $  (3.78) $ (2.37) $ (1.86)
Basic and diluted extraordinary
 gain per share......................      .53        --        --       --       --
Basic and diluted net loss per
 share from discontinued operations..       --        --        --       --    (0.81)
                                      --------  --------  --------  -------  -------
Basic and diluted net loss per share. $  (1.22) $  (7.86) $  (3.78) $ (2.37) $ (2.67)
                                      ========  ========  ========  =======  =======
Weighted average shares of common
 stock outstanding used in
 computing basic and diluted net
 loss per share......................   10,536    10,230     9,180    3,783    2,925
                                      ========  ========  ========  =======  =======
BALANCE SHEET DATA (end of period):
Cash and cash equivalents............ $ 20,225  $ 40,157  $ 13,054  $25,293  $ 4,775
Marketable securities................    4,608     6,322     6,242       --       --
Working capital......................   12,035    22,898     5,525   23,418    4,317
Total assets.........................   73,003   109,604    89,189   30,477    8,514
Long-term obligations................   72,808    82,027     9,250       66       85
Stockholders' (deficit) equity.......  (19,183)   (6,915)    8,910   26,852    6,445
</TABLE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

GENERAL

   We ("Dice" or the "Company") are an industry leader in online technology
recruiting and career development, providing direct employers, staffing
companies and recruiting firms with access to a broad and unique talent pool of
technology professionals. We offer online recruiting and career development
services to

                                      21

<PAGE>

both technology professionals and the companies that depend on them through
dice.com, a leading online technology job board, and through MeasureUp, a
leading online provider of technology certification test preparation products.

   We support organizations across industries by helping them hire, train and
retain the technology talent needed to compete in today's technology-intensive
economy. Employers and recruiters of technology professionals pay for access to
our online recruiting services to help them find the right technology employee
or contractor. These services include recruitment advertising through job
postings on dice.com and access to our database of technology job seekers.

   Technology job seekers look to manage their careers through us by posting
their resumes on dice.com, searching dice.com's database of permanent, contract
and consulting technology job postings, and using our technology career
resources, including MeasureUp's technology certification test preparation
products.

   The job postings available in our database, from both technology and
non-technology companies, include a wide variety of technology positions from
programmers, software engineers and systems administrators to chief information
and technology officers and other technology professionals.

   Through December 26, 2000, we owned and operated an online advertising and
subscription-supported content business (the "Content Business"). The Content
Business provided a comprehensive set of information to information technology
professionals serving each of the major vertical markets in the information
technology industry, including enterprise management, networking and
telecommunications, software and Internet development, and hardware and systems.

   On December 26, 2000, we completed the sale of certain assets of our Content
Business, which primarily consisted of websites, certain computer equipment,
and furniture, fixtures and leasehold improvements related to the operations of
those websites, to INT Media Group (formerly known as Internet.com Corporation)
and announced that we were exiting our remaining content businesses which
primarily included our subscription-based online reference library,
ITKnowledge.com (the "Divestiture").

   On June 13, 2001, we changed our name from EarthWeb Inc. to Dice Inc. As
part of this process we changed the ticker symbol under which our stock trades
on the Nasdaq National Market from 'EWBX' to 'DICE'.

TRANSACTIONS AFFECTING THE COMPARABILITY OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION

   The Divestiture should be considered when comparing our results of
operations and financial position. In addition to the Divestiture, in December
2000, the Company transferred certain assets of its educational courseware
business (the "Education Business") to a third party and ceased the remaining
operations of the Education Business. As a result of these transactions, our
results of operations subsequent to December 26, 2000 are not comparable to
prior historical results and our historical results may not be indicative of
future results. To enhance comparability, we have included, after the
disclosure of our actual results, a discussion of the results of operations of
the continuing businesses and separate financial information that gives effect
to these transactions as if the Divestiture and the exit from the Education
Business had occurred on January 1, 1999.

RESULTS OF OPERATIONS

Year ended December 31, 2001 compared to year ended December 31, 2000

  Revenue

   Our paid listing revenue is generated through transactions with three groups
of customers: members, enterprise customers, and non-members. Dice.com has
direct relationships with member customers, trains them on the use of the site,
and provides ongoing support to help them maximize their use via a telesales
force and customer service team. The price for this service is generally based
on the number of jobs a customer posts, the number of locations to which
dice.com provides access, and the number of users at each location.

                                      22

<PAGE>

   The enterprise agreement program, launched during the third quarter of 2000,
is an offering targeted to large customers interested in significant
enterprise-wide contracts which cover multiple customer offices. The pricing is
structured for enterprise needs over a longer time period than traditional
"member" relationships.
   Non-member customers are smaller, infrequent users of dice.com's job posting
services. The service is paid by credit card, and is provided as a self-service
product to reach these customers on a cost-effective basis.

   We also generate revenue through MeasureUp which provides online
certification test preparation and related products for technology
professionals and also offers instructor-led training classes. Technology
professionals preparing for certification exams use these products at training
centers or individually online, as well as at our training classes. MeasureUp
provides online practice exams to help prepare technology professionals for the
actual certification exams.

   Revenues for the year ended December 31, 2001 decreased $17.5 million to
$56.3 million from $73.8 million for the year ended December 31, 2000. Paid
listing revenues increased by $4.1 million to $50.5 million from $46.4 million
due to a change in pricing structure, implemented by dice.com during mid year
2000, which resulted in an increase in the revenue generated per customer and
to the impact of entering into a greater number of enterprise agreements, which
were launched during the third quarter of 2000. Due to the growth in the number
of customers and student attendance at training classes, certification and
training class revenue increased by $2.3 million to $5.8 million from $3.5
million. As a result of the Divestiture and the exit from the Education
Business, advertising, subscription and educational courseware revenues
decreased by approximately $23.9 million in the year ended December 31, 2001
versus the year ended December 31, 2000. For the each of the years ended
December 31, 2001 and 2000 no single customer accounted for more than 2% of
revenue. Barter advertising revenue was $5.1 million for the year ended
December 31, 2000. The Company had no barter revenue for the year ended
December 31, 2001.

  Cost of Revenues

   For the year ended December 31, 2001, Dice's cost of revenues consisted
primarily of employee salaries and related expenses for customer support
personnel, system support costs and Internet access related to the dice.com and
MeasureUp websites, and direct costs associated with training classes.

   For the year ended December 31, 2000, the Company's cost of revenues
consisted primarily of employee salaries and related expenses, costs of
materials for educational courseware, consulting fees, royalties, Internet
access fees, hosting fees, and computer systems-related expenses required to
support and deliver the online services of the Content Business.

   Cost of revenues for the year ended December 31, 2001 decreased $13.4
million to $5.0 million from $18.4 million for the year ended December 31,
2000. The decrease in cost of revenues was primarily attributable to the
Divestiture and the exit from the Education Business, as these businesses
accounted for $14.6 million of the Company's cost of revenues for the year
ended December 31, 2000. These reductions in costs were partially offset by a
$0.6 million increase in employee-related expenses due to additional customer
support and network operations personnel required to support and enhance the
dice.com website and to an overall increase in the costs associated with the
technology certification test preparation products and certification training
classes. In addition, costs related to Internet access, software maintenance
and rent for our new co-location facility increased by $0.4 million in 2001.

  Product Development

   Product development expenses consist primarily of employee salaries and
related expenses, content conversion costs (in 2000), consulting fees and
computer systems related expenses required to improve or enhance existing
service offerings. Product development expenses for the year ended December 31,
2001 decreased $4.1 million to $4.9 million from $9.0 million for the year
ended December 31, 2000. The decrease in product development expenses was
primarily attributable to the Divestiture, as the Content Business accounted

                                      23

<PAGE>

for $5.2 million of the Company's product development expenses for the year
ended December 31, 2000. This reduction was partially offset by an increase of
$1.2 million resulting primarily from an increase in employee related costs
incurred to support the existing and future product offerings of dice.com and
MeasureUp.

  Sales and Marketing

   Sales and marketing expenses consist primarily of advertising, employee
salaries, sales commissions and related costs of Dice's sales force and
marketing personnel, and promotional materials. Sales and marketing expenses
for the year ended December 31, 2001 decreased $14.6 million to $28.6 million
from $43.2 million for the year ended December 31, 2000. The decrease was
primarily attributable to the Divestiture and exit from the Education Business,
as these businesses accounted for $23.9 million of the Company's sales and
marketing expenses for the year ended December 31, 2000. This reduction was
partially offset by increases in sales and marketing expenses at dice.com and
MeasureUp resulting from an increase in advertising expenses of $5.5 million,
which was mostly due to an increase in advertising agency fees and to an
increase in advertising programs targeted towards both job seekers and direct
employers, including costs associated with becoming the exclusive job listing
provider for the CNET, ZDNet and Internet.com websites under agreements signed
during 2001. Salaries, commissions and other related employee costs and
recruiting fees increased by $3.1 million due to the build out of the sales
force at dice.com. Tradeshow and related costs increased by $0.6 million due to
an increase in Dice's attendance at and participation in industry tradeshows.

   Barter expense was $0.7 million and $5.1 million for the years ended
December 31, 2001 and 2000, respectively.

  General and Administrative

   General and administrative expenses consist primarily of employee salaries
and related expenses for executive, administrative, and accounting personnel;
provision for uncollectible accounts; facilities costs; recruiting fees;
insurance costs; and professional fees.

   General and administrative expenses for the year ended December 31, 2001
decreased $2.2 million to $10.8 million from $13.0 million for the year ended
December 31, 2000. The decrease was primarily attributable to the Divestiture
and the exit from the Education Business, as these businesses accounted for
$5.4 million of the Company's general and administrative expenses for the year
ended December 31, 2000, including an allocation of corporate overhead costs.
This decrease was partially offset by an increase of $2.0 million in salary and
related employee and facilities costs associated with additional personnel
required to support the operations of dice.com and MeasureUp and an increase of
$0.7 million in the provision for uncollectible accounts. In addition, the
Company recognized a loss of $0.2 million in 2001 on the sublease of excess
office space.

  Restructuring and One-Time Charges, net

   During the year ended December 31, 2001, the Company recorded a net benefit
from the reversal of restructuring charges and other one-time items of $0.6
million.

   Jack D. Hidary, a Co-founder and President and CEO, resigned these
positions, effective January 26, 2001, and became Chairman of the Board of
Directors of the Company. Murray Hidary, Co-founder and Executive Vice
President of the Company, also resigned his position, effective January 26,
2001, and continues to serve as a Director of the Company. In connection with
these resignations, the Company recorded a charge of $1.0 million in the first
quarter of 2001, which primarily consisted of salary continuation and related
payments, and medical and other benefits.

   Also during 2001 the Company wrote-down the carrying value of obsolete
furniture, fixtures and capitalized software by $0.5 million and recognized a
total of $0.6 million in additional costs related to the Divestiture
($0.3 million) and other non-recurring professional fees ($0.3 million).

                                      24

<PAGE>

   These charges, which totaled $2.1 million in the aggregate, were offset by
the settlement of certain obligations related to the Divestiture and the
Content Business ($1.7 million) and by the resolution of certain acquisition
related accruals ($0.4 million), at amounts less than originally accrued. The
settlements included a reduction in professional fees, a benefit from the
relinquishing of office space under lease in New York and various other
accruals related to the Content Business.

   In addition, cash collections of accounts receivable of the Content Business
was in excess of the allowance for doubtful accounts by $0.6 million.

  Goodwill Impairment

   In December 2001, based on a projection of future cash flows, the Company
determined that the value of the goodwill attributable to CCPrep, a
certification business acquired in 2000 that is reported as part of MeasureUp,
was impaired; and as a result, the Company wrote down these assets by $876,000.

  Depreciation

   Depreciation expense for the year ended December 31, 2001 decreased $1.2
million to $4.1 million from $5.3 million for the year ended December 31, 2000.
The decrease was primarily attributable to the Divestiture, as the Content
Business accounted for $4.2 million of the Company's depreciation expense in
the year ended December 31, 2000. This decrease was offset by the increase in
depreciation expense on capitalized website development costs and additional
hardware and software purchased during 2001 to support the growth of operations
of dice.com and MeasureUp.

  Amortization

   Amortization consists of amortization of intangible assets related to
acquisitions. When additional consideration is recorded due to earnout targets
being achieved, the additional intangible assets are amortized over the
amortization period remaining for the acquisition. Amortization for the year
ended December 31, 2001 decreased $7.5 million to $16.5 million from $24.0
million for the year ended December 31, 2000. The decrease was primarily
attributable to the write-down and sale of intangible assets as a result of the
Divestiture, as the amortization on these assets accounted for $10.5 million of
amortization expense for the year ended December 31, 2000. Offsetting this
decrease were increases in amortization expense of $2.9 million related to the
dice.com and MeasureUp acquisitions due to the additional consideration earned
as a result of performance targets achieved in 2000 and 2001 by dice.com and in
2000 by MeasureUp and also due to a full period of amortization expense related
to the MeasureUp acquisition for the year ended December 31, 2001 versus a
partial period in 2000.

   In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("FAS 142"), effective for fiscal years beginning after
December 15, 2001. Under the new rules, goodwill and intangible assets deemed
to have indefinite lives will no longer be amortized, but will be subject to
annual impairment tests in accordance with FAS 142. Other intangible assets
will continue to be amortized over their useful lives.

   The Company will apply the FAS 142 rules in accounting for goodwill and
other intangible assets beginning in the first quarter of 2002. During 2002,
the Company will perform the first of the required impairment tests of goodwill
and other intangible assets, and has not yet determined what the effect of
these tests will be on the earnings and financial position of the Company.
However, under the provisions of FAS 142, management estimates that
amortization expense for the year ended December 31, 2001 would have decreased
by $12.8 million from $16.4 million to $3.6 million.

  Interest Expense

   Interest expense consists primarily of interest on the 7% convertible
subordinated notes due January 25, 2005 that were issued in January 2000 (the
"Convertible Notes"). Interest expense for each of the years ended December 31,
2001 and 2000 was $6.1 million.

                                      25

<PAGE>

  Interest and Other Income

   Interest and other income consist primarily of interest earned on cash and
cash equivalents and marketable securities. Interest and other income for the
year ended December 31, 2001 decreased $2.1 million to $1.4 million from $3.5
million for the year ended December 31, 2000. The decrease is primarily
attributable to lower levels of cash and cash equivalents and marketable
securities during the year ended December 31, 2001 compared to the year ended
December 31, 2000 and to lower interest rates on invested cash, cash
equivalents and marketable securities during 2001.

  Extraordinary Gain

   In August 2001, Dice repurchased $8.8 million principal amount of the
Convertible Notes for an aggregate purchase price of $2.98 million in cash plus
accrued interest of approximately $43,000. As a result of these repurchases,
the Company recorded an extraordinary gain of $5.6 million (net of zero income
tax and a write off of $0.2 million of related deferred financing costs). As a
result, interest expense will decrease by approximately $0.6 million per year.

  Income Taxes

   No provision for federal and state income taxes has been recorded as Dice
has incurred net losses through December 31, 2001. Given Dice's limited
operating history, losses incurred to date and the difficulty in accurately
forecasting Dice's future results, management does not believe that the
realization of the related deferred income tax assets meets the criteria
required by accounting principles generally accepted in the United States and,
accordingly, a full valuation allowance has been recorded.

Year ended December 31, 2000 compared to year ended December 31, 1999

  Revenues

   Revenues for the year ended December 31, 2000 increased $42.8 million to
$73.8 million from $31.0 million for the year ended December 31, 1999. The
increase in revenues was primarily due to increases in customers and the
average amount spent per customer in our paid job listing and advertising
businesses, increased sales of our subscription and educational courseware
products, and the operations of acquired businesses. Specifically, the increase
in revenues attributable to (1) a full year of operations in 2000 versus a
partial period of operations in the 1999 period for dice.com (formerly known as
D & L Online, Inc., (acquired February 1999) and MicroHouse International, Inc.
(acquired March 1999) and (2) a partial period of operations in 2000 versus no
operations in 1999 for Measure Up, Inc. (acquired February 2000) was
approximately $3.4 million. In mid year 2000, the Company changed the pricing
structure of the paid job listing business which resulted in an increase in
revenue per customer. Revenues from paid job listings accounted for 63%, banner
and sponsorship advertising for 23%, and premium products for 14% of total
revenues for the year ended December 31, 2000, compared to 51%, 34% and 15%,
respectively, of total revenues for the same period in 1999. For the years
ended December 31, 2000 and 1999 no customer accounted for more than 2% and 5%
of our revenues, respectively. Barter advertising revenue was $5.1 million and
$3.1 million for the years ended December 31, 2000 and 1999, respectively. For
both periods barter advertising revenues primarily related to the exchange of
advertisements, tradeshow booths, and other promotional activities with other
companies.

  Cost of Revenues

   Cost of revenues increased $7.4 million to $18.4 million for the year ended
December 31, 2000 from $11.0 million for the year ended December 31, 1999. The
increase in cost of revenues was primarily attributable to increases in
employee related expenses, cost of materials of premium products, computer
system related expenses, consulting fees, freelance writing costs and royalties
paid needed to support the expansion of the Company's online service offerings.
Also, an increase of approximately $1.2 million from the year ended

                                      26

<PAGE>

December 31, 1999 to the year ended December 31, 2000 is attributable to the
effect of acquisitions. Cost of revenues grew at a slower rate than revenues
primarily as a result of the ability to leverage the cost structure of the paid
job listing business.

  Product Development

   Product development expenses increased $4.9 million to $9.0 million for the
year ended December 31, 2000 from $4.1 million for the year ended December 31,
1999. The increase in product development expenses was primarily attributable
to an increase in employee related expenses, the redesign of the Company's
Content Business websites and the expansion of the Company's online services
and product offerings.

  Sales and Marketing

   Sales and marketing expenses increased $15.5 million to $43.2 million for
the year ended December 31, 2000 from $27.7 million for the year ended December
31, 1999. The increase was partially attributable to an increase in advertising
expenses of approximately $5.6 million due to increased spending on marketing
programs designed to enhance brand recognition for our products. Additionally,
an increase of approximately $4.7 million was attributable to salaries,
commissions and related costs, mainly due to expansion of the sales force.
Also, an increase of $1.3 million is attributed to the effect of the
acquisitions made in 1999 and 2000. Barter transactions as a percentage of
sales and marketing expenses accounted for approximately 12% for the years
ended December 31, 2000 and December 31, 1999.

  General and Administrative

   General and administrative expenses increased $3.1 million to $13.0 million
for the year ended December 31, 2000 from $9.9 million for the year ended
December 31, 1999. The increase in general and administrative expenses was
attributable to increases in salaries and other employee related expenses, the
Company's provision for uncollectible accounts as a result of the overall
increase in revenues, and to facilities related expenses in order to support
and grow the Company's businesses.

  Restructuring and One-time Charges, net

   The restructuring and one-time charges, net, of $38.7 million in 2000
resulted from the sale of the Content Business to INT Media Group (formerly
known as Internet.com Corporation) and the decision to exit the Company's
remaining content businesses. The components of these charges primarily
included a $21.5 million write-off of intangible assets, an $8.4 million
write-down of fixed assets and $8.8 million in accrued restructuring costs.

   Components of the accrued restructuring costs as of December 31, 2000 were
as follows (in thousands):

<TABLE>
              <S>                                          <C>
              Employee separation costs................... $3,360
              Professional fees...........................  2,400
              Other contractual commitments and exit costs  2,210
              Lease obligations...........................    823
                                                           ------
                 Total.................................... $8,793
                                                           ======
</TABLE>

   Employee separation costs of $3.4 million related to the employees of the
Content Business and primarily consisted of severance and related payments, and
medical and other benefits. During December 2000, approximately 96 employees
company-wide were notified that their positions were to be eliminated but none
were terminated as of December 31, 2000; all of these employees were terminated
during 2001. Professional fees of $2.4 million relate to services provided by
attorneys, bankers, accountants and other professionals as a result of the sale
of the Content Business. Other contractual commitments and exit costs of $2.2
million were primarily comprised of guaranteed royalty payments, fixed
advertising commitments and obligations related to prior acquisitions, all of
which do not provide the Company any future benefit. Accrued costs for lease
obligations of

                                      27

<PAGE>

$0.8 million relate to lease commitments for offices that have been vacated and
the termination of various office equipment leases.

   During the year ended December 31, 2001, Dice made cash payments of
approximately $7.9 million against these accrued charges and, due to the
settlement of some obligations at levels lower than expected, reversed accrued
charges by approximately $0.8 million.

  Depreciation

   Depreciation expense increased $3.6 million to $5.3 million for the year
ended December 31, 2000 from $1.7 million for the year ended December 31, 1999.
The increase was primarily a result of additional purchases of property,
equipment and capitalized software and was mainly related to the Content
Business.

  Amortization

   Amortization increased $11.8 million to $24.0 million for the year ended
December 31, 2000 from $12.2 million for the year ended December 31, 1999. This
increase was a result of acquisitions consummated in 2000, a full period of
amortization of the intangible assets from the acquisitions consummated in 1999
and payments on earnout obligations.

  Interest Expense

   Interest expense increased $5.6 million to $6.1 million for the year ended
December 31, 2000 from $0.5 million for the year ended December 31, 1999. The
increase primarily resulted from the issuance of the Convertible Notes in the
first quarter of 2000, which accounted for $5.8 million of the total increase,
partially offset by a decrease of $0.2 million in interest expense due to the
conversion in 2000 of the convertible notes of MicroHouse, which was acquired
in March 1999, into the Company's common stock.

  Interest and Other Income

   Interest and other income increased $2.2 million to $3.5 million for the
year ended December 31, 2000 from $1.3 million for the year ended December 31,
1999. This increase resulted primarily from interest earned on the cash raised
from the issuance of the Convertible Notes in the first quarter of 2000.

  Income Taxes

   No provision for federal and state income taxes has been recorded as the
Company has incurred net operating losses through December 31, 2000.

Statements of Operations of Dice Inc. for the Year Ended December 31, 2001
compared to the Continuing Business for the Years Ended December 31, 2000 and
1999.

   The following statements of operations compare the operations of Dice Inc.
for the year ended December 31, 2001 and the unaudited statements of operations
of the continuing business for the years ended December 31, 2000 and 1999 as if
the Divestiture and the exit from the Education Business had occurred on
January 1, 1999. These statements of operations exclude the restructuring and
one-time charges, net, resulting from the sale and exit of the Content Business.

   The unaudited statements of operations of the continuing business for the
years ended December 31, 2000 and 1999 include allocations of certain of the
Company's general corporate overhead costs in 2000 and 1999. These overhead
costs primarily included those associated with the executive, legal,
accounting, tax, insurance, investor and public relations, and corporate
marketing areas of the Company. These allocations were either based on the
ratio of the costs of the continuing business to the Company's total costs or
based on the ratio of the number of employees of the continuing business to the
Company's total number of employees.

                                      28

<PAGE>

   The unaudited statements of operations for the continuing business for the
years ended December 31, 2000 and 1999 are presented below for illustrative
purposes only and are not necessarily indicative of the results of operations
that would have actually been reported had the Divestiture and exit from the
Education Business occurred as of January 1, 1999 nor are they necessarily
indicative of future results of operations.

 Statements of Operations Dice Inc. and of the Continuing Business (unaudited)

<TABLE>
<CAPTION>
                                           Year ended December 31,
                                          -------------------------
                                            2001     2000    1999
                                          --------  ------- -------
                                                (in thousands)
           <S>                            <C>       <C>     <C>
           Revenues...................... $ 56,297  $49,931 $15,873
           Cost of revenues..............    5,039    3,733   1,550
                                          --------  ------- -------
           Gross profit..................   51,258   46,198  14,323
                                          --------  ------- -------
           Operating expenses:
              Product development........    4,860    3,784     752
              Sales and marketing........   28,562   19,347   7,407
              General and administrative.   10,768    7,614   5,579
              Goodwill impairment........      876       --      --
              Depreciation...............    4,091    1,089     300
              Amortization...............   16,464   13,541   7,658
                                          --------  ------- -------
           Total operating expenses......   65,621   45,375  21,696
                                          --------  ------- -------
           Income (loss) from operations. $(14,363) $   823 $(7,373)
                                          ========  ======= =======
</TABLE>

   The following discussion provides an analysis of revenues, costs of revenues
and other operating expenses of Dice Inc. for the year ended December 31, 2001
and the Continuing Businesses for the years ended December 31, 2000 and 1999.

Year ended December 31, 2001 compared to year ended December 31, 2000

  Revenues

   Revenues increased $6.4 million from $49.9 million in 2000 to $56.3 million
in 2001. Paid listing revenues increased by $4.1 million to $50.5 million from
$46.4 million due to a change in pricing structure, implemented by dice.com in
midyear 2000, which resulted in an increase in the revenue generated per
customer and to the impact of entering into a greater number of enterprise
agreements, which were launched during the third quarter of 2000. Due to the
growth in the number of customers and student attendance at training classes,
certification and training class revenue increased by $2.3 million to $5.8
million from $3.5 million.

  Cost of Revenues

   Cost of revenues increased $1.3 million from $3.7 million in 2000 to $5.0
million in 2001. This increase was due to an increase of $0.6 million in
employee-related expenses due to additional customer support and network
operations personnel required to support and enhance the dice.com website and
to an overall increase in the costs associated with the technology
certification test preparation products and the certification training classes.
In addition, costs related to Internet access, software maintenance and rent
for our new co-location facility increased by $0.4 million in 2001.

  Product Development

   Product development increased $1.1 million from $3.8 million in 2000 to $4.9
million in 2001 primarily as a result of an increase in employee related costs
incurred to support the existing and future product offerings of dice.com and
MeasureUp.

                                      29

<PAGE>

  Sales and Marketing

   Sales and marketing expense increased $9.3 million from $19.3 million in
2000 to $28.6 million in 2001. The increase in sales and marketing expense
primarily resulted from an increase in advertising expenses of $5.5 million,
reflecting an increase in advertising agency fees and an increase in
advertising programs targeted towards both job seekers and direct employers,
including costs associated with becoming the exclusive job listing provider for
the CNET, ZDNet and Internet.com websites under agreements signed during 2001.
Salaries, commissions and related costs and recruiting fees also increased by
$3.1 million due to the build out of the sales force at dice.com and MeasureUp.
Tradeshow and related costs increased by $0.6 million due to an increase in
Dice's attendance at and participation in industry tradeshows.

  General and Administrative

   General and administrative expenses increased $3.2 million from $7.6 million
in 2000 to $10.8 million in 2001. The increase is primarily due to an increase
of $2.0 million in salary and related employee and facilities costs associated
with additional personnel required to support the operations of dice.com and
MeasureUp and to an increase of $0.7 million in the provision for uncollectible
accounts. In addition, the Company recognized a loss of $0.2 million in 2001 on
the sublease of excess office space.

  Goodwill Impairment

   In December 2001, based on a projection of future cash flows, the Company
determined that the value of the goodwill attributable to CCPrep, a
certification business acquired in 2000 that is reported as part of MeasureUp,
was impaired; and as a result, the Company wrote down these assets by $876,000.

  Depreciation

   Depreciation expense increased $3.0 million from $1.1 million in 2000 to
$4.1 million in 2001. This increase was due to an increase in capitalized
website development costs and to additional hardware and software purchased
during 2001 to support the growth of operations of dice.com and MeasureUp.

  Amortization

   Amortization expense increased approximately $3.0 million from $13.5 million
in 2000 to $16.5 million in 2001 as a result of the additional consideration
earned as a result of performance targets achieved in 2000 and 2001 by dice.com
and in 2000 by MeasureUp and also due to a full period of amortization expense
related to the MeasureUp acquisition for the year ended December 31, 2001
versus a partial period of operations in the same period for 2000.

Year ended December 31, 2000 compared to year ended December 31, 1999

  Revenues

   Revenues increased $34.0 million from $15.9 million in 1999 to $49.9 million
in 2000. The increase in revenues between periods primarily resulted from an
overall increase in paid listing customers and a change in pricing structure,
implemented by dice.com in midyear 2000, which resulted in an increase in the
revenue generated per customer. In addition, $2.2 million of the increase is
attributed to the effect of the acquisitions of dice.com and MeasureUp.

  Cost of Revenues

   Cost of revenues increased $2.2 million from $1.5 million in 1999 to $3.7
million in 2000. The increase was primarily attributable to an increase in
customer support personnel to support the increase in the customer base of the
dice.com website. An additional $0.7 million of the increase is attributed to
the effect of the acquisitions. As a

                                      30

<PAGE>

percentage of revenues, costs of revenues declined from 10% in 1999 to 7% in
2000. The decrease as a percentage of revenues stemmed principally from
efficiencies gained from supporting a larger customer base on the dice.com
website.

  Product Development

   Product development increased $3.0 million from $0.8 million in 1999 to $3.8
million in 2000. Product development expense increased partially as a result of
an increase in personnel utilized to support the existing and future product
offerings of dice.com.

  Sales and Marketing

   Sales and marketing expense increased $11.9 million from $7.4 million in
1999 to $19.3 million in 2000. The increase in sales and marketing expense
primarily resulted from an increase in advertising expenses and also an
increase in salaries, commissions and related costs due to the expansion of the
sales force at dice.com.

  General and Administrative

   General and administrative expenses increased $2.0 million from $5.6 million
in 1999 to $7.6 million in 2000. The increase in general and administrative
expenses was partially attributable to increases in the Company's provision for
uncollectible accounts resulting from the overall increase in revenues. There
were also increases in salaries and other employee related expenses and in
facilities related expenses in order to support and grow the continuing
businesses of the Company. Additionally, an increase of approximately $0.7
million is attributed to the effect of acquisitions.

  Depreciation

   Depreciation expense increased $0.8 million from $0.3 million in 1999 to
$1.1 million in 2000. The increase was primarily the result of additional
property and equipment to support the growth of operations of dice.com.

  Amortization

   Amortization expense increased $5.9 million from $7.6 million in 1999 to
$13.5 million in 2000. Of the increase, $4.1 million was due to the acquisition
of MeasureUp and the related intangible assets acquired. The remaining increase
resulted from additional consideration earned as a result of performance
targets achieved by dice.com.

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

   Dice historically has satisfied its cash requirements primarily through
offerings of common stock and convertible notes and through lease financings.
As a result of the disposition and sale of the Content Business we believe that
the Company's current cash position and future cash flows from operations will
be sufficient to fund the Company's operations for at least the next twelve
months. However, there can be no assurances that the Company will achieve its
planned results. If anticipated results are not achieved, management has the
ability to delay or reduce certain of its expenditures so as to not require
additional financing, if such financing is not available on terms acceptable to
the Company. However, a majority of the Company's costs are fixed in nature
and, therefore, if demand for the Company's services is lower than anticipated
in the near term, that decrease in demand will lower the availability of funds
to the Company to fund its operations.

   Dice will continue to evaluate possible acquisitions of, or investments in,
business products and technologies that are complementary to those of the
Company, which may require the use of cash, or Dice may sell additional equity
or debt securities or obtain credit facilities. The sale of additional
securities could result in dilution to Dice's stockholders.

                                      31

<PAGE>

   The Company has outstanding $71.2 million of 7% Convertible Subordinated
Notes due in January 2005. During 2001, the Company repurchased $8.8 million
face value of the notes for $2.98 million in cash, plus accrued interest. The
Company may consider further repurchases of the notes prior to their maturity
on terms that the Company deems favorable. Any further repurchases may require
the use of cash or the Company may issue additional debt or equity securities.
The issuance of additional securities could result in dilution to the existing
shareholders. The Convertible Notes carry a coupon of 7% interest annually,
currently totaling $5.0 million in interest payments, made semi-annually each
January and July. A payment of $2.5 million was made in January 2002.

   Substantially all of Dice's cash, cash equivalents and marketable securities
have been invested in a diversified portfolio of debt instruments of United
States government agencies and high quality money market instruments. The
Company had cash and cash equivalents and investments in marketable securities
totaling $24.8 million at December 31, 2001.

   Net cash used in operating activities was $5.6 million for the year ended
December 31, 2001. Cash used in operations was primarily for payments related
to the accrued restructuring charge of $7.9 million, payments of accounts
payable and accrued liabilities totaling $4.3 million (the majority of which
was related to the Content Business) and interest payments of $5.6 million on
the Convertible Notes. These usages were partially offset by net collections of
accounts receivable of $3.9 million (of which $3.7 million was related to
accounts receivable of the Content Business).

   Net cash used in investing activities was $4.7 million for the year ended
December 31, 2001 and was primarily attributable to purchases of fixed assets
of $6.4 million and investment securities of $4.5 million, which was partially
offset by $6.2 million in maturities of investment securities.

   Net cash used in financing activities for the year ended December 31, 2001
was $9.7 million and was primarily attributable to payments of $5.3 million for
obligations under acquisition agreements, payments of $3.0 million for the
repurchase of convertible notes and payments of $2.0 million on notes payable
and capital leases.

   Under terms of the acquisition agreement for dice.com, which was acquired in
February 1999, the Company has earnout obligations to the sellers of dice.com
based on the attainment of certain financial targets. Based on results achieved
by dice.com in 2000, a total of $4.0 million was paid in April 2001 in cash.
The financial targets for 2001 were achieved and, therefore, the Company will
pay the final earnout obligation of $4.0 million in April 2002. Of this earnout
obligation, $2.0 million is payable in cash and $2.0 million is payable in cash
and/or common stock, at the Company's option.

   Based on results achieved by MeasureUp in 2000, the Company paid $1.2
million in cash to the sellers of MeasureUp in April 2001. The financial
targets were not achieved in 2001 and the Company does not have any earnout
obligations to the sellers of MeasureUp for 2001. The Company has remaining
earnout obligations to the sellers of MeasureUp based on the achievement of
certain financial targets during 2002 of up to an aggregate of $3.0 million
that would be payable in cash and/or common stock, at the Company's option.

   On February 14, 2002, we received notification from Nasdaq that we had
failed to maintain a minimum bid price of $3.00 and a minimum market value of
publicly held shares of $15,000,000 over the previous 30 consecutive trading
days as required for continued listing on the Nasdaq National Market. To regain
compliance with the listing requirements, our common stock must meet each of
these requirements for ten consecutive trading days at anytime before May 15,
2002. Although management is exploring ways to regain compliance with the
continued listing requirements, we cannot assure you that we will regain
compliance in a timely fashion or at all. If we fail to satisfy the continued
listing requirements of either the Nasdaq National Market or the Nasdaq
SmallCap Market we anticipate that our common stock would be eligible to trade
on the OTC Bulletin Board or in the "pink sheets" maintained by the National
Quotation Bureau, Inc. The delisting of our common

                                      32

<PAGE>

stock from Nasdaq could have a material adverse effect on the market price of,
and the liquidity of the trading market for, our common stock, which would make
it more difficult for us to raise capital in the future or use our shares to
make acquisitions.

   The Company has long term obligations for operating leases (principally for
its new leased facilities in Urbandale, Iowa) which aggregate $12.5 million
through 2011, of which $1.4 million is payable in 2002; and obligations under
capital leases aggregating $2.1 million through 2004, including interest, of
which $1.2 million is payable in 2002. In addition, the Company has commitments
under various marketing arrangements to pay an aggregate of $10.6 million
through 2004, of which approximately $5.6 million is payable in 2002.

RECENT ACCOUNTING PRONOUNCEMENTS

   In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("FAS 142"), effective for fiscal years beginning after
December 15, 2001. Under the new rules, goodwill and intangible assets deemed
to have indefinite lives will no longer be amortized, but will be subject to
annual impairment tests in accordance with FAS 142. Other intangible assets
will continue to be amortized over their useful lives.

   The Company will apply the FAS 142 rules in accounting for goodwill and
other intangible assets beginning in the first quarter of 2002. During 2002,
the Company will perform the first of the required impairment tests of goodwill
and other intangible assets, and has not yet determined what the effect of
these tests will be on the earnings and financial position of the Company.
However, under the provisions of FAS 142, management estimates that
amortization expense for the year ended December 31, 2001 would have decreased
by $12.8 million from $16.4 million to $3.6 million.

   In August 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" ("FAS 144"), which addresses financial
accounting and reporting for the impairment or disposal of long-lived assets
and supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of", and the accounting and
reporting provisions of APB Opinion No. 30, "Reporting the Results of
Operations" for a disposal of a segment of a business. FAS 144 is effective for
fiscal years beginning after December 15, 2001, with earlier application
encouraged. The Company will adopt FAS 144 in the first quarter of 2002 and it
does not expect that the adoption of the Statement will have a significant
impact on the Company's financial position or results of operations.

CRITICAL ACCOUNTING POLICIES

   We have identified the policies below as critical to our business operations
and the understanding of our results of operations. The impact and any
associated risks related to these policies on our business operations is
discussed in Management's Discussion and Analysis of Financial Condition and
Results of Operations where such policies affect our reported and expected
financial results. For a detailed discussion of the application of these and
other accounting policies, see Notes 1 and 2 in the Notes to the Consolidated
Financial Statements in this Annual Report on Form 10-K. Note that our
preparation of this Annual Report on Form 10-K requires us to make estimates
and assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of our financial
statements, and reported amounts of revenue and expenses during the reporting
period. There can be no assurance that actual results will not differ from
those estimates.

  Goodwill and Other Intangible Assets

   The carrying amount of assets is reviewed on a regular basis for the
existence of facts or circumstances, both internal and external, that suggest
impairment. Dice determines if the carrying amount of an asset is impaired
based on anticipated undiscounted cash flows before interest and income taxes.
In the event of impairment, a loss is recognized based on the amount by which
the carrying amount exceeds the fair value of the

                                      33

<PAGE>

asset. Fair value is determined primarily using the anticipated cash flows
before interest and income taxes, discounted at a rate commensurate with the
risk involved.

   Intangible assets, which include goodwill and other intangible assets,
resulting from acquisitions of websites and other assets, are being amortized
using the straight-line method over three to five years which approximates the
expected period of benefit.

  Risk and Uncertainties

   Dice has a limited operating history and its prospects are subject to the
risks, expenses and uncertainties frequently encountered by companies in the
new and rapidly evolving markets for Internet products and services. These
risks include the failure to develop and extend Dice's online service brands,
the rejection of Dice's services by Web consumers, vendors and/or advertisers,
the inability of Dice to maintain and increase the levels of traffic on its
online services, as well as other risks and uncertainties. In the event that
Dice does not successfully execute its business plan, certain assets may not be
recoverable.

  Bad Debt

   Dice maintains allowances for doubtful accounts for estimated losses
resulting from the inability of its customers to make required payments. If the
financial condition of Dice's customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances may be
required.

  Use of Estimates

   The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amount of
assets and liabilities, disclosure of contingent assets and liabilities at the
date of the financial statements and reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these estimates.
Dice's significant estimates include the useful lives and valuation of fixed
assets and intangible assets, the accounts receivable allowance for doubtful
accounts and the income tax valuation allowance.

ITEM 7(a). QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

  Interest Rate Risk

   The Company's exposure to market rate risk for changes in interest rates
relates primarily to the Company's investment portfolio and outstanding debt.
The Company does not use derivative financial instruments in its investment
portfolio. The Company mainly invests its excess cash in short-term debt
instruments of United States government agencies and high quality money market
instruments. If market rates increase, the Company runs the risk that the
related income of certain of those holdings will be less than those that could
be obtained from newer issues of similar securities, and that the fair market
value of these securities will decline in value.

   At December 31, 2001 the Company's outstanding debt approximated $71.3
million, all of which constitute fixed rate obligations.

  Equity Price Risk

   The Company has minimal investments in various equity securities. These
investments, as of December 31, 2001, were considered available-for-sale, with
the unrealized gains deferred as a component of stockholders' equity. The
Company seeks preservation of capital and selectively considers investments in
equity securities as part of its investment strategy.

                                      34

<PAGE>

ITEM 8.  CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                        ----
<S>                                                                                                     <C>
Report of Independent Auditors.........................................................................  36
Report of Independent Accountants......................................................................  37
Consolidated Balance Sheets as of December 31, 2001 and 2000...........................................  38
Consolidated Statements of Operations for the fiscal years ended December 31, 2001, 2000 and 1999......  39
Consolidated Statements of Stockholders' (Deficit) Equity for the fiscal years ended December 31, 2001,
  2000 and 1999........................................................................................  40
Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2001, 2000 and 1999......  41
Notes to Consolidated Financial Statements.............................................................  42
</TABLE>

                                      35

<PAGE>

                        REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of Dice Inc.:

   We have audited the accompanying consolidated balance sheet of Dice Inc. as
of December 31, 2001, and the related consolidated statements of operations,
stockholders' (deficit) equity, and cash flows for the year then ended. Our
audit also included the financial statement schedule listed in the Index at
Item 14(a) for the year ended December 31, 2001. These financial statements and
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and schedule based on
our audit.

   We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

   In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Dice Inc. at
December 31, 2001, and the consolidated results of its operations and its cash
flows for the year then ended in conformity with accounting principles
generally accepted in the United States. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.

                                        /S/   ERNST & YOUNG LLP

New York, New York
January 25, 2002

                                      36

<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of EarthWeb Inc.:

   In our opinion, the consolidated balance sheets and the related consolidated
statements of operations, stockholders' (deficit) equity, and cash flows
present fairly, in all material respects, the consolidated financial position
of EarthWeb Inc. and its subsidiaries (the "Company") at December 31, 2000, and
the consolidated results of its operations and its cash flows for each of the
two years in the period ended December 31, 2000 in conformity with accounting
principles generally accepted in the United States of America. In addition, in
our opinion, the financial statement schedule listed in the Index at Item 14(a)
present fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
These financial statements and financial statement schedule are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

                                        /S/  PRICEWATERHOUSECOOPERS LLP

New York, New York
February 7, 2001

                                      37

<PAGE>

                                   DICE INC.

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                    December 31,
                                                                              -----------------------
                                                                                 2001         2000
                                                                               ---------   ---------
                                                                              (In thousands except pe
                                                                                    share data)
                                   ASSETS
<S>                                                                           <C>          <C>
Current assets
   Cash and cash equivalents................................................. $  20,225    $  40,157
   Marketable securities.....................................................     4,608        6,322
   Accounts receivable, net of allowance for doubtful
     accounts of $1,253 in 2001 and $2,352 in 2000...........................     2,708        8,293
   Prepaid expenses and other current assets.................................     3,872        2,618
                                                                               ---------   ---------
       Total current assets..................................................    31,413       57,390
   Fixed assets, net.........................................................     9,993        6,842
   Intangible assets, net....................................................    28,245       40,370
   Restricted cash...........................................................     1,057        1,117
   Other assets, net.........................................................     2,295        3,885
                                                                               ---------   ---------
       Total assets.......................................................... $  73,003    $ 109,604
                                                                               =========   =========

               LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities
   Accounts payable.......................................................... $     701    $   2,999
   Accrued expenses..........................................................     5,714        8,424
   Accrued interest..........................................................     2,178        2,434
   Accrued restructuring charge..............................................        42        8,793
   Deferred revenue..........................................................     5,506        5,963
   Amounts due under acquisition agreements..................................     4,000        4,096
   Leases payable--current...................................................     1,094        1,259
   Notes payable--current....................................................       143          524
                                                                               ---------   ---------
       Total current liabilities.............................................    19,378       34,492
Long term debt...............................................................    71,200       80,156
Leases payable...............................................................       793          688
Other liabilities............................................................       815        1,183

Commitments and contingencies (Note 11)

Stockholders' (deficit) equity
   Common stock, par value $.01; 75,000 shares authorized; 10,659 and 10,402
     shares issued in 2001 and 2000, respectively............................       107          104
   Additional paid in capital................................................   126,204      125,558
   Accumulated other comprehensive income (loss).............................        (4)          55
   Treasury stock at cost, 9 and 5 shares in 2001 and 2000, respectively.....      (213)        (200)
   Accumulated deficit.......................................................  (145,277)    (132,432)
                                                                               ---------   ---------
       Total stockholders' (deficit) equity..................................   (19,183)      (6,915)
                                                                               ---------   ---------
       Total liabilities and stockholders' (deficit) equity.................. $  73,003    $ 109,604
                                                                               =========   =========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      38

<PAGE>

                                   DICE INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                            Year ended December 31,
                                                      -----------------------------------
                                                         2001          2000       1999
                                                       --------      --------   --------
                                                      (In thousands except per share data
<S>                                                   <C>           <C>        <C>

Revenues............................................. $ 56,297      $ 73,823   $ 31,050
Cost of revenues.....................................    5,039        18,368     10,968
                                                       --------      --------   --------
Gross profit.........................................   51,258        55,455     20,082
                                                       --------      --------   --------
Operating expenses:
   Product development...............................    4,860         8,999      4,114
   Sales and marketing...............................   28,562        43,248     27,715
   General and administrative........................   10,768        13,045      9,875
   Restructuring and one time charges, net...........     (638)       38,675         --
   Goodwill impairment...............................      876            --         --
   Depreciation......................................    4,091         5,292      1,677
   Amortization......................................   16,464        24,010     12,218
                                                       --------      --------   --------
       Total operating expenses......................   64,983       133,269     55,599
                                                       --------      --------   --------
Loss from operations.................................  (13,725)      (77,814)   (35,517)
Interest expense.....................................   (6,138)       (6,076)      (494)
Interest and other income............................    1,409         3,454      1,298
                                                       --------      --------   --------
Loss before extraordinary item.......................  (18,454)      (80,436)   (34,713)
Extraordinary gain on repurchase of convertible notes    5,609            --         --
                                                       --------      --------   --------
Net loss............................................. $(12,845)     $(80,436)  $(34,713)
                                                       ========      ========   ========
Loss per share before extraordinary item............. $  (1.75)     $  (7.86)  $  (3.78)
Extraordinary gain per share.........................      .53            --         --
                                                       --------      --------   --------
Basic and diluted net loss per share................. $  (1.22)     $  (7.86)  $  (3.78)
                                                       ========      ========   ========
Weighted average shares of common stock
   outstanding used in computing basic and diluted
   net loss per share................................   10,536        10,230      9,180
                                                       ========      ========   ========
</TABLE>



  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      39

<PAGE>

                                   DICE INC.

           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY

<TABLE>
<CAPTION>
                                                                               Accumulated
                                                    Common Stock   Additional     Other
                                                    -------------   Paid In   Comprehensive   Unearned   Accumulated
                                                    Shares Amount   Capital   Income (Loss) Compensation   Deficit
                                                    ------ ------  ---------- ------------- ------------ -----------
                                                                                                (In thousands)
<S>                                                 <C>    <C>     <C>        <C>           <C>          <C>
Balance at December 31, 1998.......................  7,904  $ 79    $ 44,583      $ --        $  (327)    $ (17,283)
Issuance of common stock...........................    750     8      24,967
Exercise of stock options..........................    208     2         966
Stock issued in Employee Stock Purchase Plan.......     34               464
Stock issued in acquisitions.......................    922     9      38,263
Issuance of non-qualified stock options............                    1,793                   (1,060)
Forfeitures of below market stock options..........                     (234)                     234
Amortization of unearned compensation..............                                               767
Beneficial conversion feature on note payable......                      482
Comprehensive loss:
   Unrealized gain/(loss) on "available-for-sale"
    marketable securities..........................                                110
   Net loss........................................                                                         (34,713)

   Comprehensive loss..............................
                                                    ------  ----    --------      ----        -------     ---------

Balance at December 31, 1999.......................  9,818    98     111,284       110           (386)      (51,996)
Exercise of stock options..........................     78     1         309
Stock issued in Employee Stock Purchase Plan.......     52     1         658
Stock issued in acquisitions.......................    454     4      12,549
Forfeitures of below market stock options..........                     (283)                     283
Amortization of unearned compensation..............                                               103
Amortization of restricted stock grant.............                      141
Acceleration of option vesting.....................                      900
Comprehensive loss:
   Unrealized gain/(loss) on "available-for-sale"
    marketable securities..........................                                (55)
   Net loss........................................                                                         (80,436)

   Comprehensive loss..............................
                                                    ------  ----    --------      ----        -------     ---------

Balance at December 31, 2000....................... 10,402   104     125,558        55             --      (132,432)
Exercise of stock options..........................     32     1          97
Stock issued in Employee Stock Purchase Plan.......    215     2         366
Vesting and Amortization of restricted stock grant.     10               134
Purchase of treasury stock.........................
Acceleration of option vesting.....................                       49
Comprehensive loss:
   Unrealized gain/(loss) on "available-for-sale"
    marketable securities..........................                                (59)
   Net loss........................................                                                         (12,845)

   Comprehensive loss..............................
                                                    ------  ----    --------      ----        -------     ---------
Balance at December 31, 2001....................... 10,659  $107    $126,204      $ (4)       $    --     $(145,277)
                                                    ======  ====    ========      ====        =======     =========
</TABLE>
<TABLE>
<CAPTION>

                                                    Treasury Stock
                                                    -------------            Comprehensive
                                                    Shares  Amount  Total        Loss
                                                    ------  ------ --------  -------------

<S>                                                 <C>     <C>    <C>       <C>
Balance at December 31, 1998.......................   5     $(200) $ 26,852
Issuance of common stock...........................                  24,975
Exercise of stock options..........................                     968
Stock issued in Employee Stock Purchase Plan.......                     464
Stock issued in acquisitions.......................                  38,272
Issuance of non-qualified stock options............                     733
Forfeitures of below market stock options..........                      --
Amortization of unearned compensation..............                     767
Beneficial conversion feature on note payable......                     482
Comprehensive loss:
   Unrealized gain/(loss) on "available-for-sale"
    marketable securities..........................                     110    $    110
   Net loss........................................                 (34,713)    (34,713)
                                                                               --------
   Comprehensive loss..............................                            $(34,603)
                                                      -     -----  --------    ========

Balance at December 31, 1999.......................   5      (200)   58,910
Exercise of stock options..........................                     310
Stock issued in Employee Stock Purchase Plan.......                     659
Stock issued in acquisitions.......................                  12,553
Forfeitures of below market stock options..........                      --
Amortization of unearned compensation..............                     103
Amortization of restricted stock grant.............                     141
Acceleration of option vesting.....................                     900
Comprehensive loss:
   Unrealized gain/(loss) on "available-for-sale"
    marketable securities..........................                     (55)   $    (55)
   Net loss........................................                 (80,436)    (80,436)
                                                                               --------
   Comprehensive loss..............................                            $(80,491)
                                                      -     -----  --------    ========

Balance at December 31, 2000.......................   5      (200)   (6,915)
Exercise of stock options..........................                      98
Stock issued in Employee Stock Purchase Plan.......                     368
Vesting and Amortization of restricted stock grant.                     134
Purchase of treasury stock.........................   4       (13)      (13)
Acceleration of option vesting.....................                      49
Comprehensive loss:
   Unrealized gain/(loss) on "available-for-sale"
    marketable securities..........................                     (59)   $    (59)
   Net loss........................................                 (12,845)    (12,845)
                                                                               --------
   Comprehensive loss..............................                            $(12,904)
                                                      -     -----  --------    ========
Balance at December 31, 2001.......................   9     $(213) $(19,183)
                                                      =     =====  ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      40

<PAGE>

                                   DICE INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                               Year ended December 31,
                                                                            ----------------------------
                                                                              2001      2000      1999
                                                                            --------  --------  --------
                                                                                   (In thousands)
<S>                                                                         <C>       <C>       <C>
Cash flows from operating activities:
   Net loss................................................................ $(12,845) $(80,436) $(34,713)
Adjustments to reconcile net loss to net cash used in operating activities:
   Depreciation............................................................    4,091     5,292     1,677
   Amortization of intangible assets.......................................   16,464    24,010    12,218
   Goodwill impairment.....................................................      876        --        --
   Amortization of deferred financing costs................................      534       589        --
   Amortization of barter advertising costs................................      720        --        --
   Restructuring and one-time charges, net.................................   (1,736)   38,675        --
   Non-cash interest expense...............................................       --       106       376
   Provision for doubtful accounts.........................................    1,769     1,792       426
   Extraordinary gain on repurchase of convertible notes...................   (5,609)       --        --
   Loss on write down of fixed assets......................................      592        --        --
   Charge related to issuance of stock options and restricted stock........      143       244       767
Changes in operating assets and liabilities:
   Accounts receivable.....................................................    3,948    (6,150)   (2,640)
   Prepaid expenses and other assets.......................................   (1,314)     (585)   (1,613)
   Accounts payable and accrued expenses...................................   (4,277)     (778)    4,566
   Accrued interest........................................................     (256)    2,402        --
   Accrued restructuring reserve...........................................   (7,924)       --        --
   Deferred revenue........................................................     (316)    4,864       905
   Other, net..............................................................     (418)        8       616
                                                                            --------  --------  --------
Net cash used in operating activities......................................   (5,558)   (9,967)  (17,415)
                                                                            --------  --------  --------
Cash flows from investing activities:
   Purchases of fixed assets...............................................   (6,439)  (12,319)   (3,863)
   Acquisitions, net of cash acquired......................................       --   (15,988)   (8,330)
   Proceeds from sale of Content Business..................................       --       500        --
   Restricted cash.........................................................       60        --      (500)
   Purchase of investment securities.......................................   (4,527)   (6,159)   (6,841)
   Maturities of investment securities.....................................    6,180     6,200        --
                                                                            --------  --------  --------
Net cash used in investing activities......................................   (4,726)  (27,766)  (19,534)
                                                                            --------  --------  --------
Cash flows from financing activities:
   Proceeds from issuance of common stock, net.............................      466       310    26,406
   Proceeds from issuance of convertible notes, net........................       --    77,151        --
   Payments for repurchase of convertible notes............................   (2,982)       --        --
   Payments of obligations under acquisition agreements....................   (5,310)  (10,901)       --
   Payments of principal on capital leases and notes payable...............   (2,001)   (1,724)   (1,696)
   Reimbursements for capital lease payments...............................      179        --        --
                                                                            --------  --------  --------
Net cash (used in) provided by financing activities........................   (9,648)   64,836    24,710
                                                                            --------  --------  --------
Net change in cash and cash equivalents for the year.......................  (19,932)   27,103   (12,239)
Cash and cash equivalents, beginning of year...............................   40,157    13,054    25,293
                                                                            --------  --------  --------
Cash and cash equivalents, end of year..................................... $ 20,225  $ 40,157  $ 13,054
                                                                            ========  ========  ========
Supplemental cash flow information:
   Interest paid........................................................... $  5,680  $  2,993  $    116
Summary of non-cash transactions:
   Conversion of promissory notes to shares of common stock................       --     5,848        --
   Common stock issued for acquisitions....................................       --     6,705    38,272
   Acquisition of computer equipment and software through capital leases,
     net of trade-in.......................................................    1,395     2,051     1,144
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      41

<PAGE>

                                   DICE INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1--THE COMPANY

   Dice Inc. ("Dice" or the "Company"), (formerly known as EarthWeb Inc.), a
Delaware corporation, provides online technology recruiting and career
development services. Dice provides services to hire, train and retain
technology professionals through dice.com, an online job board for technology
professionals, and through MeasureUp, a provider of test preparation products
for technology-related professional certifications.

   Through December 26, 2000, Dice also owned and operated an online
advertising and subscription supported content business (the "Content
Business"). The Content Business of Dice provided information to information
technology professionals serving each of the major vertical markets in the
technology industry, including enterprise management, networking and
telecommunications, software and Internet development, and hardware and systems.

   On December 26, 2000, Dice completed the sale of certain assets of the
Content Business to INT Media Group, Inc. ("INT Media Group"). These assets
primarily consisted of websites, certain computer equipment, furniture and
fixtures and leasehold improvements related to the operations of those
websites. In addition, on December 26, 2000, Dice announced that it was exiting
the remaining content businesses that were not sold to INT Media Group, which
primarily included its subscription based online reference library,
ITKnowledge.com (the "Divestiture").

   Dice has sustained net losses and negative cash flows from operations since
its inception. Dice's ability to meet its obligations in the ordinary course of
business is dependent upon its ability to establish profitable operations or
raise additional financing through public or private equity financings,
collaborative or other arrangements with corporate sources, or other sources of
financings to fund operations. Management believes that the Company's current
cash position and future cash flows from operations will be sufficient to fund
the Company's operations for at least the next twelve months. However, there
can be no assurances that the Company will achieve its planned results. If
anticipated results are not achieved, management has the ability to delay or
reduce certain of its expenditures so as to not require additional financing,
if such financing is not available on terms acceptable to the Company.

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES

Principles of Consolidation

   The consolidated financial statements include the accounts of Dice and its
principal subsidiaries, Dice Career Solutions, Inc., EW Knowledge Products,
Inc. and Measure Up, Inc. All significant intercompany balances and
transactions have been eliminated in consolidation.

Revenue Recognition

   Dice generates revenue from the following sources:

  Technology Career Services

   Paid job listings.  Paid job listing revenues are derived from the sale of
technology job listings to recruiters and employers on the dice.com website.
Paid job listing revenues are recognized ratably over the period in which the
customer contracts to display job listings.

   Test preparation and on-line certification.  Revenues from MeasureUp are
derived by providing online certification test preparation and related products
for technology professionals and offering instructor led training classes.
Technology professionals preparing for certification exams use these products
at training centers or

                                      42

<PAGE>

                                   DICE INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

individually online, as well as at our training classes. Revenue from
MeasureUp's online certification preparation exams and other training courses
is recognized ratably as courses are provided. Revenue from the sale of CD-ROM
test preparation exams is recognized when the product is shipped.

  Content Business

   Through December 26, 2000, Dice generated the following types of revenues
from content businesses that were either sold or discontinued:

   Advertising.  Advertising revenues were derived from the sale of advertising
space on the websites of the Content Business. Advertising revenues were
recognized over the period in which the advertisements were displayed, provided
that no significant Company obligations remained and collection of the
receivable was reasonably assured. Company obligations typically included
guarantees of a minimum number of impressions. To the extent that minimum
guaranteed impressions were not met, the Company deferred recognition of the
corresponding revenues until the guaranteed impressions were achieved.

   Revenues and expenses from barter transactions were recorded based upon
estimated fair value of the advertisements delivered. Fair value of
advertisements delivered was based upon the Company's historical practice of
receiving cash for similar advertisements. Revenue from barter transactions
(representing advertisements given) was recognized as income when
advertisements were delivered on the Company's websites. Barter expense
(representing advertisements received) was recognized when the Company's
advertisements were run on other companies' websites, which was typically in
the same period in which the related barter revenue was recognized.
Accordingly, the revenue approximated the direct costs attributed to barter in
each period presented. For the years ended December 31, 2000 and 1999, barter
transactions were $5.1 million and $3.1 million, respectively.

   IT Educational Courseware.  The Company sold manuals for IT training
classes. Educational courseware revenue was recognized as technical support
information was shipped. When a product sale included the right to receive
updates, revenue was recognized over the term of the total deliveries based on
the relative value of each delivered product.

   Subscription Revenue.  The Company offered monthly and yearly subscriptions
for ITKnowledge.com, TPJ.com and SupportSource.com. Subscription revenue was
recognized ratably over the term of the subscription. Accordingly, amounts
received for services which had not yet been provided were reflected as
deferred revenue in the accompanying balance sheets.

Cash and Cash Equivalents

   All highly liquid investments with maturities of three months or less when
purchased are considered cash equivalents. Restricted cash is reported
separately on the balance sheet.

Concentration of Credit Risk

   Substantially all of Dice's excess cash, cash equivalents and marketable
securities have been invested in a diversified portfolio of debt instruments of
United States government agencies and high quality money market instruments.
Dice performs ongoing credit evaluations of its customers' financial condition
and generally does not require collateral on accounts receivable.

   Accounts receivable allowances are provided for estimated uncollectible
accounts, sales discounts and returns. Accounts receivable are stated net of
allowances for doubtful accounts of approximately $1.3 million and $2.4 million
as of December 31, 2001 and 2000, respectively. One customer accounted for
approximately 3%

                                      43

<PAGE>

                                   DICE INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

and one customer accounted for approximately 8% of the accounts receivable
balance at December 31, 2001 and 2000, respectively. For each of the years
ended December 31, 2001 and 2000 no customer accounted for more than 2% of
revenues.

Marketable Securities

   Dice's marketable securities are comprised of U.S. government securities and
corporate equity securities with readily determinable market values. Marketable
securities are classified and accounted for as "available-for-sale" and are
reported at fair market value with the resulting net unrealized gains or losses
reported as a separate component of stockholders' (deficit) equity. If
management determines that an unrealized loss is other than temporary, such
loss will be charged to the statement of operations.

Fixed Assets

   Depreciation of equipment, furniture and fixtures, computer software and
capitalized website development costs are provided under the straight-line
method over estimated useful lives ranging from two to five years. Amortization
of leasehold improvements is provided over the lesser of the term of the
related lease or the estimated useful life of the improvement. The cost of
additions and betterments is capitalized, and repairs and maintenance costs are
charged to operations in the periods incurred.

Goodwill and Other Intangible Assets

   The carrying amount of assets is reviewed on a regular basis for the
existence of facts or circumstances, both internal and external, that suggest
impairment. Dice determines if the carrying amount of an asset is impaired
based on anticipated undiscounted cash flows before interest and income taxes.
In the event of impairment, a loss is recognized based on the amount by which
the carrying amount exceeds the fair value of the asset. Fair value is
determined primarily using the anticipated cash flows before interest and
income taxes, discounted at a rate commensurate with the risk involved.

   Intangible assets, which include goodwill and other intangible assets,
resulting from acquisitions of websites and other assets, are being amortized
using the straight-line method over three to five years which approximates the
expected period of benefit.

Bad Debt

   Dice maintains allowances for doubtful accounts for estimated losses
resulting from the inability of its customers to make required payments. If the
financial condition of Dice's customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances may be
required.

Income Taxes

   Dice recognizes deferred taxes by the asset and liability method. Under this
method, deferred income taxes are recognized for differences between the
financial statement and tax bases of assets and liabilities at enacted
statutory tax rates in effect for the years in which the differences are
expected to reverse. The effect on deferred taxes of a change in tax rates is
recognized in income in the period that includes the enactment date. In
addition, valuation allowances are established when necessary to reduce
deferred tax assets to the amounts expected to be realized. The primary sources
of temporary differences are depreciation and amortization of intangible assets
and operating loss carryforwards.

Risks and Uncertainties

   Dice has a limited operating history and its prospects are subject to the
risks, expenses and uncertainties frequently encountered by companies in the
new and rapidly evolving markets for Internet products and services. These
risks include the failure to develop and extend Dice's online service brands,
the rejection of Dice's

                                      44

<PAGE>

                                   DICE INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

services by Web consumers, vendors and/or advertisers, the inability of Dice to
maintain and increase the levels of traffic on its online services, as well as
other risks and uncertainties. In the event that Dice does not successfully
execute its business plan, certain assets may not be recoverable.

Use of Estimates

   The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amount of
assets and liabilities, disclosure of contingent assets and liabilities at the
date of the financial statements and reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these estimates.
Dice's significant estimates include the useful lives and valuation of fixed
assets and intangible assets, the accounts receivable allowance for doubtful
accounts and the income tax valuation allowance.

Advertising Costs

   Advertising costs are expensed as incurred. For the years ended December 31,
2001, 2000 and 1999, advertising expense amounted to approximately $8.8
million, $21.4 million and $11.8 million, respectively.

Net Loss Per Share

   Basic earnings per share is computed using the weighted average number of
common shares outstanding during the period. Diluted earnings per share is
computed using the weighted average number of common and common stock
equivalent shares outstanding during the period. There were 3,727,733,
2,840,835 and 1,806,377 options outstanding as of December 31, 2001, 2000 and
1999, respectively, that could potentially dilute earnings per share in the
future. These options and the shares of common stock that would result from
conversion of the $71.2 million convertible subordinated notes (see Note 8) and
other common stock equivalent shares were not included in the computation of
diluted loss per share because to do so would have been antidilutive for all
periods presented.

Comprehensive Income

   SFAS No. 130, Reporting Comprehensive Income, establishes standards for the
reporting and display of comprehensive income (loss) and its components in a
full set of general-purpose financial statements. This statement requires that
all items that are required to be recognized as components of comprehensive
income (loss) be reported in a financial statement with the same prominence as
other financial statements. The Company has determined that their only item of
comprehensive income (loss) relates to its unrealized gain (loss) on marketable
securities available-for-sale.

Segments

   Dice adopted the provisions of SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information" in 1998. This statement establishes
standards for the way companies report information about operating segments in
annual financial statements. It also establishes standards for related
disclosures about products and services, geographic areas and major customers.
Dice has determined that it does not have any separately reportable business
segments.

Recent Accounting Pronouncements

   In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("FAS 142"), effective for fiscal years beginning after
December 15, 2001. Under the new rules, goodwill and intangible assets deemed
to have

                                      45

<PAGE>

                                   DICE INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

indefinite lives, will no longer be amortized, but will be subject to annual
impairment tests in accordance with FAS 142. Other intangible assets will
continue to be amortized over their useful lives.

   The Company will apply the FAS 142 rules in accounting for goodwill and
other intangible assets beginning in the first quarter of 2002. During 2002,
the Company will perform the first of the required impairment tests of goodwill
and other intangible assets, and has not yet determined what the effect of
these tests will be on the earnings and financial position of the Company.
However, under the provisions of FAS 142, management estimates that
amortization expense for the year ended December 31, 2001 would have decreased
by $12.8 million from $16.4 million to $3.6 million.

   In August 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" ("FAS 144"), which addresses financial
accounting and reporting for the impairment or disposal of long-lived assets
and supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of", and the accounting and
reporting provisions of APB Opinion No. 30, "Reporting the Results of
Operations" for a disposal of a segment of a business. FAS 144 is effective for
fiscal years beginning after December 15, 2001, with earlier application
encouraged. The Company will adopt FAS 144 in the first quarter of 2002 and it
does not expect that the adoption of the Statement will have a significant
impact on the Company's financial position or results of operations.

NOTE 3--ACQUISITIONS

   In February 2000, the Company acquired MeasureUp, Inc. ("MeasureUp"), a
company that provides online certification preparation and assessment solutions
for technology professionals. Total consideration for the acquisition was $15.0
million, plus contingent earnout obligations based on the achievement of
certain financial targets during each of the years 2000, 2001 and 2002. The
purchase price consisted of $10.0 million in cash paid at closing, and $2.7
million in cash and 150,947 shares of the Company's common stock paid during
the remainder of 2000. Under the terms of the acquisition agreement and a
related escrow agreement, the 150,947 shares of the Company's common stock paid
in May 2000 were released from escrow and 41,387 shares remain in escrow to
secure potential future payments. Based on results achieved by MeasureUp in
2000, the Company paid $1.2 million in cash to the sellers of MeasureUp in
April 2001. The financial targets were not achieved in 2001 and, therefore, the
Company does not have any earnout obligations to the sellers of MeasureUp for
2001. The Company may have remaining earnout obligations based on the
achievement of certain financial targets during 2002 of up to an aggregate of
$3.0 million that would be payable in 2003 in cash and/or common stock, at the
Company's option.

   During 2000, the Company acquired the CCPrep and NetCerts websites,
respectively, both of which offer online certification preparation products and
services designed for technology professionals seeking certification for Cisco
products. The aggregate purchase price of both acquisitions was $3.2 million,
$1.9 million of which was paid in cash and $1.3 million was paid with 41,247
shares of the Company's common stock. In December 2001, based on a projection
of future cash flows, Dice determined that the value of the goodwill
attributable to these assets was impaired and as a result the Company wrote
down these assets by $876,000.

   In February 2000, the Company acquired Cambridge Information Network
("CIN"), a leading website for information technology executives. The
consideration totaled approximately $8.0 million, $7.0 million of which was
paid in cash and $1.0 million of which was paid with 39,678 shares of common
stock. As part of the Divestiture, CIN was sold to INT Media Group on December
26, 2000.

   Under terms of the acquisition agreement for D & L Online, Inc., which was
acquired in February 1999, the Company has earnout obligations to the sellers
of D & L Online, Inc. based on the attainment of certain financial

                                      46

<PAGE>

                                   DICE INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

targets. Based on results achieved in 1999 and 2000, $4.0 million was paid in
each of April 2000 and April 2001, comprised of $6.0 million in cash and $2.0
million in common stock. The financial targets for 2001 were achieved and,
therefore, Dice will pay the final earnout obligation of $4.0 million in April
2002. Of this earnout obligation, $2.0 million is payable in cash and $2.0
million is payable in cash and/or common stock, at the Company's option.

   These acquisitions have been accounted for using the purchase method of
accounting and, accordingly, the purchase price of each has been allocated to
assets acquired and liabilities assumed based on their respective fair values.
Intangible assets, representing the unallocated excess of purchase price, plus
transaction expenses, over the net assets acquired, have been allocated to
goodwill and other intangibles and are being amortized on a straight-line basis
over a period of three to five years.

NOTE 4--RESTRUCTURING AND ONE-TIME CHARGES, NET

   During the year ended December 31, 2001, the Company recorded a net benefit
from the reversal of restructuring charges and other one-time items of $0.6
million.

   Jack D. Hidary, a Co-founder and President and CEO, resigned these
positions, effective January 26, 2001, and became Chairman of the Board of
Directors of the Company. Murray Hidary, Co-founder and Executive Vice
President of the Company, also resigned his position, effective January 26,
2001, and continues to serve as a Director of the Company. In connection with
these resignations, the Company recorded a charge of $1.0 million in the first
quarter of 2001, which primarily consisted of salary continuation and related
payments, and medical and other benefits.

   Also during 2001, the Company wrote-down the carrying value of obsolete
furniture, fixtures and capitalized software by $0.5 million and recognized a
total of $0.6 million in additional costs related to the Divestiture ($0.3
million) and other non-recurring professional fees ($0.3 million).

   These charges, which totaled $2.1 million in the aggregate, were offset by
the settlement of certain obligations related to the Divestiture and the
Content Business ($1.7 million), and from the resolution of acquisition related
accruals ($0.4 million), at amounts less than originally accrued. The
settlements included a reduction in professional fees, a benefit from the
relinquishing of office space under lease in New York and various other
accruals related to the Content Business.

   In addition, cash collections of accounts receivable of the Content Business
were in excess of the allowance for doubtful accounts by $0.6 million.

   During the year ended December 31, 2000 the Company recorded restructuring
and one-time charges, net, of $38.7 million resulting from the sale of the
Content Business to INT Media Group (formerly known as Internet.com
Corporation) and the decision to exit the Company's remaining content
businesses. The components of these charges primarily included a $21.5 million
write-off of intangible assets, an $8.4 million write-down of fixed assets and
$8.8 million in accrued restructuring costs.

                                      47

<PAGE>

                                   DICE INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


NOTE 5--ACCRUED RESTRUCTURING RESERVE

   In December 2000, the Company recorded $8.8 million in accrued restructuring
charges as a result of the Divestiture (see Notes 1 and 4). The following table
summarizes the activity and balances of the accrued restructuring charges from
December 31, 2000 to December 31, 2001 (in thousands):

<TABLE>
<CAPTION>
                                             December 31,                    December 31,
                                                 2000     Payments Reversals     2001
                                             ------------ -------- --------- ------------
<S>                                          <C>          <C>      <C>       <C>
Type of Cost
Employee separation costs...................    $3,360    $(3,360)   $  --       $ --
Professional fees...........................     2,400     (1,900)    (500)        --
Other contractual commitments and exit costs     2,210     (1,853)    (327)        30
Lease obligations...........................       823       (811)      --         12
                                                ------    -------    -----       ----
   Total....................................    $8,793    $(7,924)   $(827)      $ 42
                                                ======    =======    =====       ====
</TABLE>

   Employee separation costs of $3.4 million related to the employees of the
Content Business and primarily consisted of severance and related payments, and
medical and other benefits. During December 2000, approximately 96 employees
company wide were notified that their positions were to be eliminated but none
were terminated as of December 31, 2000; all of these employees were terminated
during 2001. Professional fees of $2.4 million related to services provided by
attorneys, bankers, accountants and other professionals as a result of the sale
of the Content Business. Other contractual commitments and exit costs of $2.2
million were primarily comprised of guaranteed royalty payments, fixed
advertising commitments and obligations related to prior acquisitions, all of
which do not provide the Company any future benefit. Accrued costs for lease
obligations of $0.8 million relate to lease commitments for offices that have
been vacated and the termination of various office equipment leases.

   During the year ended December 31, 2001, Dice made cash payments of
approximately $7.9 million against these accrued charges and, due to the
settlement of some obligations at levels lower than expected, reversed accrued
charges by approximately $0.8 million.

NOTE 6--MARKETABLE SECURITIES

   Dice's marketable securities are stated at fair value. The following table
shows the cost, unrealized gain (loss) and fair value of Dice's marketable
securities as of December 31, 2001 and 2000 (in thousands):

<TABLE>
<CAPTION>
                                                         Unrealized  Fair
                                     Maturity      Cost  Gain (Loss) Value
                                  --------------- ------ ----------- ------
     <S>                          <C>             <C>    <C>         <C>
     Year ended December 31, 2001
     Corporate equity securities.       N/A       $  114    $ 12     $  126
     U.S. Government and agencies Within One Year  3,007      (2)     3,005
     U.S. Government and agencies  Over One Year   1,491     (14)     1,477
                                                  ------    ----     ------
        Total....................                 $4,612    $ (4)    $4,608
                                                  ======    ====     ======
</TABLE>

<TABLE>
<CAPTION>
                                                        Unrealized Fair
                                     Maturity     Cost     Gain    Value
                                   ------------- ------ ---------- ------
      <S>                          <C>           <C>    <C>        <C>
      Year ended December 31, 2000
      Corporate equity securities.      N/A      $  108    $14     $  122
      U S. Government and agencies Within 1 Year  6,159     41      6,200
                                                 ------    ---     ------
         Total....................               $6,267    $55     $6,322
                                                 ======    ===     ======
</TABLE>

                                      48

<PAGE>

                                   DICE INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


NOTE 7--BALANCE SHEET COMPONENTS

   Fixed assets consist of the following:

<TABLE>
<CAPTION>
                                                          December 31,
                                                        ----------------
                                                         2001     2000
                                                        -------  -------
                                                         (In thousands)
       <S>                                              <C>      <C>
       Computer equipment and software................. $ 9,002  $ 7,030
       Computer equipment recorded under capital leases   2,014      419
       Furniture and fixtures..........................   1,805    1,518
       Leasehold improvements..........................   1,397      344
       Capitalized website development costs...........   1,091       --
                                                        -------  -------
                                                         15,309    9,311
       Less: accumulated depreciation and amortization.  (5,316)  (2,469)
                                                        -------  -------
       Fixed assets, net............................... $ 9,993  $ 6,842
                                                        =======  =======
</TABLE>

   Depreciation and amortization on fixed assets for the years ended December
31, 2001, 2000 and 1999, which includes amortization of assets recorded under
capital leases, totaled approximately $4.1 million, $5.3 million and $1.7
million, respectively. The accumulated amortization on the assets under capital
leases as of December 31, 2001 and 2000 was $0.6 million and $0.2 million,
respectively.

   Intangible assets consist of the following:

<TABLE>
<CAPTION>
                                                 December 31,
                                              ------------------
                                                2001      2000
                                              --------  --------
                                                (In thousands)
               <S>                            <C>       <C>
               Goodwill...................... $ 49,288  $ 45,769
               Other intangible assets.......   15,800    15,800
                                              --------  --------
                                                65,088    61,569
               Less: accumulated amortization  (36,843)  (21,199)
                                              --------  --------
               Intangible assets, net........ $ 28,245  $ 40,370
                                              ========  ========
</TABLE>

NOTE 8--LONG TERM DEBT

   Long term debt consists of the following:

<TABLE>
<CAPTION>
                                              December 31,
                                            ----------------
                                             2001     2000
                                            -------  -------
                                             (In thousands)
                  <S>                       <C>      <C>
                  Convertible notes payable $71,200  $80,000
                  Promissory note..........     143      680
                                            -------  -------
                  Total....................  71,343   80,680
                  Less: current portion....    (143)    (524)
                                            -------  -------
                  Long term debt........... $71,200  $80,156
                                            =======  =======
</TABLE>

   In January 2000, Dice completed a private offering pursuant to Rule 144A of
$80.0 million aggregate principal amount of its 7% convertible subordinated
notes, due January 25, 2005 (the "Convertible Notes"). Proceeds to Dice, net of
issuance costs, were $77.2 million. Pursuant to a prospectus dated May 9, 2000,
as

                                      49

<PAGE>

                                   DICE INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

supplemented from time to time, the holders of the Convertible Notes may offer
for sale the Convertible Notes and the shares into which the Convertible Notes
are convertible. The Convertible Notes are convertible, at the option of the
holder, at any time on or prior to maturity into shares of Dice common stock.
The conversion price, subject to adjustment, is $39.10 per share, which is
equal to a conversion rate of 25.5754 shares per $1,000 principal amount of
Convertible Notes and would result in the issuance of 1,820,968 shares of Dice
common stock, if the $71.2 million principal of the Convertible Notes currently
outstanding amount was converted. Interest on the Convertible Notes is payable
semiannually on January 25 and July 25 of each year. Dice may redeem some or
all of the Convertible Notes at any time before January 25, 2003 at a
redemption price equal to $1,000 per $1,000 principal amount of the Convertible
Notes to be redeemed plus accrued and unpaid interest, if any, to the
provisional redemption date if the closing price of Dice common stock exceeds
150% of the conversion price for at least 20 trading days within a period of 30
consecutive trading days ending on the trading day before the date of mailing
of the provisional redemption notice. Upon any provisional redemption the
Company is required to make an additional payment in cash with respect to the
Convertible Notes called for redemption to holders in an amount equal to
$130.43 per $1,000 principal amount of Convertible Notes, less the amount of
any interest actually paid on the Convertible Notes prior to the notice date of
the provisional redemption. The Company is obligated to make this supplementary
payment on all Convertible Notes called for provisional redemption, including
any Convertible Notes converted after the notice date and before the
provisional redemption date. On or after January 25, 2003, the Company will be
entitled to redeem the notes for cash in whole at any time, or from time to
time in part, at the following redemption prices (plus accrued cash interest to
the redemption date): from January 25, 2003 through January 24, 2004 at a price
of 102.8% per $1,000 principal amount; thereafter at a price of 101.4% per
$1,000.

NOTE 9--EXTRAORDINARY GAIN

   In August 2001, Dice repurchased $8.8 million of the Convertible Notes for
an aggregate purchase price of $2.98 million in cash plus accrued interest of
$43,000. As a result of these repurchases, the Company recorded an
extraordinary gain of $5.6 million (net of zero income tax and a write off of
$0.2 million of related deferred financing costs). As a result, interest
expense will decrease by approximately $0.6 million per year.

NOTE 10--FAIR VALUE OF FINANCIAL INSTRUMENTS

Convertible Notes

   The fair value of the Company's Convertible Notes is approximately $30.6
million based on the quoted price of the Convertible Notes as of December 31,
2001. These securities, which are not listed on an exchange, are publicly
tradable over-the-counter through securities dealers.

                                      50

<PAGE>

                                   DICE INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


NOTE 11--COMMITMENTS AND CONTINGENCIES

Leases

   Dice leases equipment and office space under non-cancelable leases expiring
at various dates through October 2011. Future minimum lease payments under
non-cancelable leases as of December 31, 2001 are as follows (in thousands):

<TABLE>
<CAPTION>
                                                     Rental Payments
                                                    ------------------
                                                    Capital  Operating
                                                    Leases    Leases
                                                    -------  ---------
         <S>                                        <C>      <C>
         2002...................................... $ 1,227   $ 1,388
         2003......................................     599     1,286
         2004......................................     312     1,278
         2005......................................      --     1,290
         2006......................................      --     1,065
         2007 and thereafter.......................      --     6,155
                                                    -------   -------
         Total minimum payments....................   2,138   $12,462
                                                              =======
         Amount representing interest..............    (251)
                                                    -------
         Obligations under capital leases..........   1,887
         Obligations due within one year...........  (1,094)
                                                    -------
         Long-term obligations under capital leases $   793
                                                    =======
</TABLE>

   The Company has subleased certain office space to third parties and expects
to receive approximately $0.5 million in sublease rental income over the next
five years. Rent expense was approximately $1.6 million, $2.2 million and $1.3
million for the years ended December 31, 2001, 2000 and 1999, respectively.

Marketing Agreements

   The Company has commitments under various marketing arrangements to pay an
aggregate of $10.6 million through 2004, of which approximately $5.6 million is
payable in 2002.

Earnout Obligations

   Under terms of the acquisition agreement for dice.com, which was acquired in
February 1999, the Company has earnout obligations to the sellers of dice.com
based on the attainment of certain financial targets. Based on results achieved
by dice.com in 2000, a total of $4.0 million was paid in April 2001 in cash.
The financial targets for 2001 were achieved and, therefore, the Company will
pay the final earnout obligation of $4.0 million in April 2002. Of this earnout
obligation, $2.0 million is payable in cash and $2.0 million is payable in cash
and/or common stock, at the Company's option.

   Based on results achieved by MeasureUp in 2000, the Company paid $1.2
million in cash to the sellers of MeasureUp in April 2001. The financial
targets were not achieved in 2001 and the Company does not have any earnout
obligations to the sellers of MeasureUp for 2001. The Company has remaining
earnout obligations to the sellers of MeasureUp based on the achievement of
certain financial targets during 2002 of up to $3.0 million.

Restricted Cash And Letters Of Credit

   As of December 31, 2001, Dice has $1.1 million in standby letters of credit
to collateralize facility lease agreements. Restricted cash collateralizes such
standby letters of credit.

                                      51

<PAGE>

                                   DICE INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


Litigation

   On July 5, 2001, Scott Wainner commenced an arbitration against the Company
before the American Arbitration Association. Wainner asserts various claims
under an Asset Purchase Agreement, dated July 13, 1999 between the Company and
Mr. Wainner relating to the purchase by us of certain websites. Mr. Wainner
claims that he is entitled to certain additional payments under the Asset
Purchase Agreement and also alleges that we have breached other obligations to
him. In his demand for arbitration, Mr. Wainner seeks damages in the amount of
$2 million, plus interest and other amounts. We transferred the websites in
question to INT MediaGroup on December 26, 2000. We believe that we have
meritorious defenses to Mr. Wainner's claims, and we intend to vigorously
contest this proceeding.

   The hearings in the arbitration have commenced. Due to the inherent
uncertainties of arbitration, we cannot predict the outcome of the proceeding
with any certainty. An adverse outcome in the arbitration could have a material
adverse effect on our business.

   On November 5, 2001, a class action lawsuit was filed in the United States
District Court for the Southern District of New York against the Company,
certain of our present and former directors and former officers, and the
underwriters of our initial public offering and secondary offering (J.P. Morgan
Securities, Inc., Bear Stearns & Co., Inc., Volpe Brown Whelan & Co., LLC and
Wit Capital Corporation). The complaint alleges, among other things, that the
underwriters of our initial public offering and secondary offering violated the
securities laws by failing to disclose certain alleged compensation
arrangements (such as undisclosed commissions or stock stabilization practices)
in the registration statements for the offerings. We and certain of our present
and former directors and former officers are named in the complaints pursuant
to Section 11 of the Securities Act of 1933. Similar actions have been filed
against more than 300 other issuers and their underwriters relating to
offerings since 1998. We intend to defend the case vigorously. However, due to
the inherent uncertainties of litigation, we cannot accurately predict the
ultimate outcome of the litigation. An adverse outcome of this litigation could
have an adverse effect on our business.

   The Company is party to other claims and litigation that arise in the normal
course of business. The Company believes that the ultimate outcome of those
other claims and litigation will not have a material effect on financial
position or results of operations.

NOTE 12--STOCKHOLDERS' (DEFICIT) EQUITY

Stock Option Plans

   In October 1996, Dice adopted the 1996 Amended and Restated Stock Option
Plan(the "1996 Plan"). In November 1998, the Board of Directors adopted the
1998 Stock Incentive Plan (the "1998 Plan" and together with the 1996 Plan, the
"Plans"). The 1998 Plan allows for an annual increase to be added on the first
day of each of Dice's fiscal years beginning in 2000 equal to four percent (4%)
of the number of shares outstanding as of such date or a lesser number of
shares determined by the Board of Directors. In January 2001 and 2002, an
additional 416,000 and 429,039 shares, respectively, were added under the 1998
Plan's annual renewal mechanism.

                                      52

<PAGE>

                                   DICE INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   A summary of Dice's Plans, as amended, as of December 31, 1999, 2000 and
2001, and changes during the three years ended December 31, 2001 are presented
below:


<TABLE>
<CAPTION>
                                                               Weighted Average
                                                 Option Shares  Exercise Price
                                                 ------------- ----------------
    <S>                                          <C>           <C>
    Options outstanding--December 31, 1998......     498,962       $   4.43
    Granted.....................................   1,837,776       $  28.73
    Exercised...................................    (208,067)      $   4.72
    Cancelled...................................    (321,159)      $  25.05
    Expired.....................................      (1,135)      $   7.30
                                                  ----------
    Options outstanding--December 31, 1999......   1,806,377       $  25.44
    Granted.....................................   1,900,800       $  11.68
    Exercised...................................     (77,797)      $   4.03
    Cancelled...................................    (755,319)      $  19.76
    Expired.....................................     (33,226)      $  27.94
                                                  ----------
    Options outstanding--December 31, 2000......   2,840,835       $  18.31
    Granted.....................................   2,919,019       $   2.76
    Exercised...................................     (31,426)      $   2.94
    Cancelled...................................  (1,675,364)      $  15.63
    Expired.....................................    (325,331)      $  21.62
                                                  ----------
    Options outstanding--December 31, 2001......   3,727,733           7.31
                                                  ==========
    Options exercisable at December 31, 2001..................      904,409
    Options exercisable at December 31, 2000..................      586,379
    Options exercisable at December 31, 1999..................      104,627
    Weighted average fair value of options granted during 2001     $   2.20
    Weighted average fair value of options granted during 2000     $   8.27
    Weighted average fair value of options granted during 1999     $  19.80
</TABLE>

   The following table summarizes information about stock options outstanding
at December 31, 2001:


<TABLE>
<CAPTION>
                          Options Outstanding        Options Exercisable
                    -------------------------------- --------------------
                                 Weighted
                                  Average   Weighted             Weighted
         Range of                Remaining  Average              Average
         Exercise     Shares    Contractual Exercise   Shares    Exercise
          Prices    Outstanding    Life      Price   Exercisable  Price
         --------   ----------- ----------- -------- ----------- --------
       <S>          <C>         <C>         <C>      <C>         <C>
       $ 0.71-0.97     855,637      9.3      $ 0.89     64,864     $0.88
       $ 1.54-2.19     225,650      9.6      $ 1.89     10,648     $ 1.64
       $ 2.43-3.63     770,815      8.9      $ 2.51     37,077     $ 3.02
       $ 4.50-5.63     773,678      8.8      $ 5.07    163,061     $ 5.25
       $ 9.75-13.06    693,101      8.1      $11.66    260,687     $11.47
       $26.19-36.13    401,352      2.9      $27.94    363,385     $27.81
       $54.81-54.81      7,500      7.3      $54.81      4,687     $54.81
       ------------------------------------------------------------------
       $ 0.71-54.81  3,727,733      8.2      $ 7.31    904,409     $15.92
</TABLE>

   Options generally vest over a period of four years. At December 31, 2001,
Dice had reserved 4,208,007 shares of common stock for the exercise of options
of which 480,274 are available for future grants. In January 2002,
approximately 220,000 options expired or were cancelled.

                                      53

<PAGE>

                                   DICE INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The 1998 Plan also provides for the issuance of stock appreciation rights
and restricted stock awards under which shares of common stock may be issued to
eligible employees. Dice granted 40,000 shares of restricted stock during 2000
that vest over various periods through 2006.

   On December 7, 2001, the Compensation Committee approved, subject to
shareholder approval, a one-time grant to Mr. Scot Melland, President and Chief
Executive Officer of the Company, of additional stock options to purchase
350,000 shares of the Company's common stock at $0.97 per share, the closing
price of the Company's common stock on the day immediately preceding the date
of grant (the "December Grant"). The options vest over a period of four years,
with twenty-five percent (25%) vesting upon the first anniversary of the grant
and six and one-quarter percent (6 1/4%) vesting quarterly thereafter, and are
exercisable until the tenth anniversary of the date of grant. The December
Grant was not made under the 1998 Plan, which limits the number of options that
can be granted under it in any fiscal year to any employee to options for
600,000 shares of common stock. As a part Mr. Melland's employment agreement
with the Company, Mr. Melland was granted in April 2001 under the 1998 Plan
options to purchase 600,000 shares of common stock, as well as additional
options to purchase 97,391 shares of common stock outside of the 1998 Plan, in
each case at an exercise price of $2.43 per share, the closing price of the
Company's common stock on the day immediately preceding the date of grant.
Because the December Grant was made outside of the 1998 Plan (and not as part
of Mr. Melland's initial employment arrangement), the grant was made subject to
obtaining shareholder approval of the grant and will be submitted to a
shareholder vote at the 2002 Annual Meeting of Stockholders.

   Upon approval of the December Grant, the Company may incur a non-cash stock
compensation charge that will be recognized over the four year vesting term of
the options through December 2005. The charge will be calculated as the
difference between the exercise price at the time of the grant of $0.97 and the
closing price of Dice common stock on the date the grant is approved,
multiplied by the number of options granted. The options related to the
December Grant are not considered granted until they are approved by the
stockholders and are, therefore, not included in the options outstanding as of
December 31, 2001.

  1998 Employee Stock Purchase Plan

   Dice's 1998 Employee Stock Purchase Plan (the "Stock Purchase Plan") was
approved by the Board of Directors in November 1998. The Stock Purchase Plan is
intended to qualify as an "employee stock purchase plan" under Section 423 of
the Internal Revenue Service Code in order to provide employees of Dice with an
opportunity to purchase common stock through payroll deductions.

   The plan allows for an annual increase to be added on the first day of each
of Dice's fiscal years by the lesser of (i) 400,000 shares, (ii) two percent
(2%) of the outstanding shares on such date or (iii) a lesser number of shares
determined by the Board of Directors. Through December 31, 2001 an aggregate of
approximately 563,000 shares of Dice's common stock has been reserved for
issuance. In January 2002 an additional 214,520 shares were added under this
annual renewal mechanism.

   During the year ended December 31, 2001, employees purchased approximately
215,000 shares of common stock at a weighted average price of $1.71 per share
under the Stock Purchase Plan. Through December 31, 2001, employees have
purchased a total of 302,383 shares. In January 2002 employees purchased
192,938 shares at a weighted average price of $0.56.

Stock-Based Compensation

   Dice applies Accounting Principles Board Opinion No. 25, "Accounting for
Stock-Issued to Employees" and related interpretations in accounting for its
stock option issuances. Dice has adopted the disclosure-only provisions of SFAS
No. 123, "Accounting for Stock-Based Compensation ("SFAS No. 123"). Had
compensation

                                      54

<PAGE>

                                   DICE INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

cost for Dice's stock option issuances been recognized using the fair value
method under the provisions of SFAS No. 123, Dice's net loss would have been
adjusted to the pro forma amounts indicated below (in thousands except per
share amounts):


<TABLE>
<CAPTION>
                                                    December 31,
                                            ----------------------------
                                              2001      2000      1999
                                            --------  --------  --------
      <S>                                   <C>       <C>       <C>
      Net loss--as reported................ $(12,845) $(80,436) $(34,713)
      Net loss--pro forma.................. $(13,616) $(87,770) $(40,079)
      Basic net loss per share--as reported $  (1.22) $  (7.86) $  (3.78)
      Basic net loss per share--pro forma.. $  (1.29) $  (8.58) $  (4.37)
</TABLE>

   The fair value of each option grant is estimated on the date of the grant
using the "Black-Scholes option-pricing model" with the following weighted
average assumptions used for grants for the years ended December 31, 2001, 2000
and 1999; zero dividend yield for all years; 110% expected volatility for
options granted in 2001, 92% expected volatility for options granted in 2000
and 88% volatility for options granted in 1999; a weighted average risk-free
interest rate of 4.48%, 6.08% and 5.53%, respectively; and expected lives of 4
years for options granted in 2001, 2000 and 1999.

   Deferred compensation is amortized over the vesting period of the options or
restricted stock. For the years ended December 31, 2001, 2000 and 1999, Dice
recognized compensation cost, net of reversals due to forfeitures, of
approximately $0.1 million, $0.2 million and $0.8 million, respectively.

NOTE 13--INCOME TAXES

   The components of the net deferred tax asset as of December 31, 2001 and
2000 consists of the following (in thousands):

<TABLE>
<CAPTION>
                                                            2001      2000
                                                          --------  --------
   <S>                                                    <C>       <C>
   Net operating loss carryforward....................... $ 41,912  $ 34,968
   Amortization and write-off of intangibles.............      845     8,261
   Depreciation and write-off of fixed assets............    1,380     1,645
   Provision of uncollectible accounts...................      464       915
   Provision for accrued expenses and other, net.........      571       554
                                                          --------  --------
   Net deferred tax asset................................   45,172    46,343
   Less: valuation allowance.............................  (45,172)  (46,343)
                                                          --------  --------
   Deferred tax asset.................................... $     --  $     --
                                                          ========  ========
</TABLE>

   The difference between Dice's U.S. federal statutory rate of 35%, as well as
its state and local rate, net of a federal benefit, of 7%, when compared to its
effective rate of 0% is principally comprised of its valuation allowance. The
valuation allowance increased by $30.4 million from December 31, 1999 to
December 31, 2000.
   As of December 31, 2001, Dice has a net operating loss carryforward for
Federal income tax purposes of approximately $102.2 million. The carryforwards
will begin to expire in 2011 if not used. The net deferred tax asset has been
fully reserved due to the uncertainty of Dice's ability to realize this asset
in the future.


                                      55

<PAGE>

                                   DICE INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

NOTE 14--EMPLOYEE SAVINGS PLAN

   Dice has two savings plans (the "Savings Plans") that qualify as deferred
salary arrangements under Section 401(k) of the Internal Revenue Code. Under
the Savings Plans, participating employees may defer a portion of their pretax
earnings, up to the Internal Revenue Service annual contribution limit. For the
years ended December 31, 2001, 2000 and 1999, Dice contributed approximately
$297,000, $144,000 and $47,000, respectively, to the Savings Plans.

NOTE 15--QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                         March 31, June 30,  September 30, December 31, March 31, June 30, September 30, December 31,
Quarter Ended(1)           2000      2000        2000          2000       2001      2001      2001(2)        2001
----------------         --------- --------  ------------- ------------ --------- -------- ------------- ------------
                                                    (In thousands, except per share data)
<S>                      <C>       <C>       <C>           <C>          <C>       <C>      <C>           <C>
Net revenues............ $ 13,658  $ 16,502     $21,027      $ 22,636    $17,099  $15,522     $13,020      $10,656
Gross profit............    9,214    11,920      16,161        18,160     15,723   14,201      11,862        9,472
Loss from operations....  (11,234)  (11,725)     (8,829)      (46,026)    (2,716)  (3,147)     (3,173)      (4,689)
Net income (loss).......  (11,631)  (12,355)     (9,593)      (46,857)    (3,696)  (4,357)      1,156       (5,948)
Basic diluted net income
 (loss) per share....... $  (1.18) $  (1.20)    $ (0.92)     $  (4.51)   $ (0.35) $ (0.42)    $  0.11      $ (0.56)
</TABLE>
--------
(1) As a result of the Divestiture (See Note 1), the quarterly results of
    operations subsequent to December 26, 2000 are not comparable to prior
    historical results and our historical results may not be indicative of
    future results.
(2) In August 2001, Dice repurchased $8.8 million of the Convertible Notes for
    an aggregate purchase price of $2.98 million in cash plus accrued interest
    of $43,000. As a result of these repurchases, the Company recorded an
    extraordinary gain of $5.6 million (net of zero income tax and a write off
    of $0.2 million of related deferred financing costs).

                                      56

<PAGE>

                                   PART III

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

   None.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

   The information required by this Item is incorporated by reference to the
section entitled "Management" of the Company's Proxy Statement for its 2002
Annual Meeting of Stockholders, which will be filed with the Securities and
Exchange Commission within 120 days after December 31, 2001.

ITEM 11.  EXECUTIVE COMPENSATION.

   The information required by this Item is incorporated by reference to the
section entitled "Compensation of Executive Officers" of the Company's Proxy
Statement for its 2002 Annual Meeting of Stockholders, which will be filed with
the Securities and Exchange Commission within 120 days after December 31, 2001.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

   The information required by this Item is incorporated by reference to the
section entitled "Principal Security Holders" of the Company's Proxy Statement
for its 2002 Annual Meeting of Stockholders, which will be filed with the
Securities and Exchange Commission within 120 days after December 31, 2001.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

   The information required by this Item is incorporated by reference to the
section entitled "Certain Relationships and Related Transactions" of the
Company's Proxy Statement for its 2002 Annual Meeting of Stockholders, which
will be filed with the Securities and Exchange Commission within 120 days after
December 31, 2001.

                                      57

<PAGE>

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

   (a) Documents filed as part of this Report:

       1. Consolidated Financial Statements:

              See Index to Consolidated Financial Statements (Item 8).

       2. Consolidated Financial Statement Schedules:

              Schedule II--Valuation and Qualifying Accounts for the fiscal
              years ended December 31, 1999, 2000 and 2001.

          All other financial statements and schedules not listed have been
          omitted since the required information is included in the
          Consolidated Financial Statements or the notes thereto, or is not
          applicable or required.

   (b) Reports on Form 8-K.

       Form 8-K filed on November 13, 2001 attaching Dice's response to letters
       from certain bondholders to the Board of Directors of Dice.

   (c) Exhibits.


<TABLE>
<CAPTION>
Exhibit
  No.                                                 Description
-------                                               -----------
<C>     <S>
*2.1    Agreement and Plan of Merger among EarthWeb Inc., EW Acquisition Corporation, D & L Online,
        Inc., Lloyd Linn, and Diane Rickert; incorporated by reference to Exhibit 2.1 to the Registrant's
        Current Report on Form 8-K dated February 2, 1999.
*2.2    Securities Purchase Agreement, dated as of January 13, 2000 among EarthWeb Inc., Kevin R. Brice
        and Robert M. M. Holtackers; incorporated by reference to Exhibit 2.1 to the Registrant's Current
        Report on Form 8-K dated February 11, 2000.
*2.3    Asset Purchase Agreement dated as of December 22, 2000 between Internet.com Corporation and
        Registrant; incorporated by reference to Registrant's Current Report on Form 8-K dated January 11,
        2001.
 3.1    Form of Amended and Restated Certificate of Incorporation; incorporated by reference to Exhibit 3.1
        to Registrant's Registration Statement on Form S-1 (SEC File No. 333-60837).
 3.2    Certificate of Amendment to Restated Certificate of Incorporation; incorporated by reference to
        Exhibit 3.2 to the Registrant's Annual Report on Form 10K for the year ended December 31, 2001.
 3.3    Form of Amended and Restated By-laws; incorporated by reference to Exhibit 3.2 to Registrant's
        Registration Statement on Form S-1 (SEC File No. 333-60837).
 4.1    Specimen Common Stock Certificate of Registrant.
 4.2    Indenture, dated as of January 25, 2000, between the Registrant and State Street Bank and Trust
        Company of California, N.A. as Trustee with respect to 7% Convertible Subordinated Notes due 2000
        (the "7% Notes"); incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement
        on Form S-3 (SEC File No. 333-95921).
 4.3    Registration Rights Agreement, dated as of January 19, 2000, between the Registrant and the initial
        purchasers identified therein, with respect to the 7% Notes; incorporated by reference to Exhibit 4.2 to
        the Registrant's Registration Statement on Form S-3 (SEC File No. 333-95921).
10.1    1996 Amended and Restated Stock Plan, as amended; incorporated by reference to Exhibit 10.1 to
        Registrant's Registration Statement on Form S-1 (SEC File No. 333-60837).
</TABLE>

                                      58

<PAGE>

<TABLE>
<C>   <S>
10.2  Lease Agreement, dated April 28, 1995, between 3 Park Avenue Co. and MJN Enterprises, Inc., as
      amended; incorporated by reference to Exhibit 10.8 to the Registrant's Registration Statement on Form
      S-1 (SEC File No. 333-60837).
10.3  1998 Employee Stock Purchase Plan; incorporated by reference to Exhibit 10.10 to Registrant's
      Registration Statement on Form S-1 (SEC File No. 333-60837).
10.4  Amended and Restated 1998 Stock Incentive Program of Registrant; incorporated by reference to
      Exhibit 10.15 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000.
10.5  Employment Agreement, dated as of January 31, 2000, between the Registrant and Brian Campbell;
      incorporated by reference to Exhibit 10.3 to Registrant's Quarterly Report on Form 10Q for the quarter
      ended March 31, 2000.
10.6  Employment Agreement, dated as of April 20, 2000, between the Registrant and Michael Durney;
      incorporated by reference to Exhibit 10.4 to Registrant's Quarterly Report on Form 10Q for the quarter
      ended June 30, 2000.
10.7  Employment Agreement, dated as of April 23, 2001, between Registrant and Scot W. Melland,
      incorporated by reference to Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the
      quarter ended June 30, 2001.
10.8  Employment Agreement, dated as of July 9, 2001, between Registrant and Thomas Silver,
      incorporated by reference to Exhibit 10.23 to Registrant's Quarterly Report on Form 10-Q for the
      quarter ended September 30, 2001.
10.9  Employment Agreement, dated as of August 13, 2001, between Registrant and Peter Steiner,
      incorporated by reference to Exhibit 10.24 to Registrant's Quarterly Report on Form 10-Q for the
      quarter ended September 30, 2001.
10.10 Separation Agreement, dated as of October 15, 2001, between Registrant and Norman Lorentz.
10.11 First Amendment to Employment Agreement, dated as of November, 2001, between Registrant and
      Scot Melland.
10.12 Lease Agreement, dated March 29, 2001, between K.C. Holdings, Inc. and EarthWeb Career
      Solutions, Inc.
12.   Ratio of Earnings to Fixed Charges
21.1  Subsidiaries of Registrant
23.1  Consent of Independent Auditors--Ernst & Young LLP
23.2  Consent of Independent Accountants--PricewaterhouseCoopers LLP
</TABLE>

                                      59

<PAGE>

                                                                    SCHEDULE II

                                   DICE INC.

                       VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
                                 Balance at Charged to Charged to                Balance
                                 Beginning  Costs and     Other    Deductions--  at End
                                 of Period   Expenses  Accounts(1) Describe(2)  of Period
                                 ---------- ---------- ----------- ------------ ---------
                                                      (In thousands)
<S>                              <C>        <C>        <C>         <C>          <C>
Allowance for Doubtful Accounts:
Year ended December 31, 2001....   $2,352     $1,769      $ --       $(2,868)    $1,253
                                   ======     ======      ====       =======     ======
Year ended December 31, 2000....   $  665     $3,135      $120       $(1,568)    $2,352
                                   ======     ======      ====       =======     ======
Year ended December 31, 1999....   $   53     $  849      $379       $  (616)    $  665
                                   ======     ======      ====       =======     ======
</TABLE>
--------
(1) Amounts relate to acquisitions of D & L Online and MicroHouse
    International, Inc. in 1999 and Measure Up, Inc. in 2000.
(2) Write off fully reserved accounts receivable.

                                      60

<PAGE>

                                   DICE INC.

                                  SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on March 29, 2002.

                                               DICE INC.


                                               By:  /s/  SCOT W. MELLAND
                                                   -----------------------------
                                                    Scot W. Melland
                                                    President and Chief
                                                      Executive Officer

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities on March 29, 2002.

     Name and Signature       Title
     ------------------       -----

    /S/  SCOT W. MELLAND      President, Chief Executive
----------------------------- Officer and Director
        Scot W. Melland

     /S/  JACK D. HIDARY      Chairman of the Board and
----------------------------- Director
       Jack D. Hidary

     /S/  PETER A. DEROW      Vice Chairman of the Board
----------------------------- and Director
       Peter A. Derow

    /S/  JAMES M. CITRIN      Director
-----------------------------
       James M. Citrin

       /S/  CARY DAVIS        Director
-----------------------------
         Cary Davis

      /S/  JEREMY DAVIS       Director
-----------------------------
        Jeremy Davis

     /S/  MURRAY HIDARY       Director
-----------------------------
        MURRAY HIDARY

     /S/  HENRY KRESSEL       Director
-----------------------------
        Henry Kressel

   /S/  MICHAEL P. DURNEY     Senior Vice President, Chief
----------------------------- Financial Officer and
      Michael P. Durney       Principal Financial Officer

   /S/  DAVID L. JONASSEN
----------------------------- Corporate Controller and
      David L. Jonassen       Chief Accounting Officer

                                      61