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                                                                   Exhibit 10.10
                                                                   -------------

October 15, 2001



Mr. Norman E. Lorentz
10428 Snow Point Drive
Bethesda, MD   20814-2164

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

Dear Norm:

This letter confirms our recent conversations concerning your relinquishing your
duties as Senior Vice President, Technology and CIO of Dice Inc. (f/k/a EarthWeb
Inc.), and sets forth the agreement that has been reached between Dice Inc.,
including its subsidiaries, divisions, affiliates, predecessors, successors and
assigns and its past and present officers, directors, shareholders, counsel,
employees, agents, administrators, representatives, insurers or fiduciaries in
their individual and/or representative capacities (collectively referred to as
the "Company") and you regarding your separation from the Company, effective as
of October 15, 2001 (the "Separation Date").

1.   Effective on the Separation Date, your employment with the Company and your
     Employment Agreement, dated December 3, 1999, as amended (collectively, the
     "Employment Agreement") is terminated.

2.   For the period from the Separation Date through April 15, 2002, you will
     make yourself available to the Company and its designated representatives
     for consultation with respect to the past business and affairs of the
     Company by telephone, e-mail or in person at such times as the Company may
     reasonably request and as do not unreasonably interfere with your other
     business activities or commitments, and the Company shall pay your
     reasonable out-of-pocket expenses incurred in connection therewith after
     receipt of written documentation with respect thereto.

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

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

     (a)  The Company will continue to pay you your current base pay of
          $8,653.85 on a biweekly basis, less applicable withholding deductions,
          for the period from October 15, 2001 through December 28, 2001. On or
          before January 25, 2002, the Company will also pay you a lump sum
          severance payment of $178,269.23, less applicable withholding
          deductions.

     (b)  On October 19, 2001, the Company will pay you for Eight (8) accrued
          but unused vacation days, less applicable withholding deductions. The
          Company will also pay you $20,000, less applicable withholding
          deductions, as your 2001 Annual Bonus.

     (c)  The Company will reimburse you for up to $5,000 for payments made by
          you to outplacement services upon receipt by the Company of written
          documentation of such expenses.

     (d)  The Company will transfer ownership of your laptop computer (and any
          transferable software on it), home printer and cell phone to you. The
          Company will maintain your emailbox, DSL service, cellular phone
          service and provide office support for 180 days from the date of this
          Agreement.

     (e)  The Company will cause 40% of the unvested stock options previously
          granted to you to accelerate and allow you to exercise those options
          at any time prior to April 15, 2002.

     (f)  The Company will provide you with health, dental and life insurance in
          the same manner as if you continued to be employed by the Company
          through the earlier of October 15, 2002 or such time as you secure a
          position with another employer.

5.   As a key senior executive of the Company, you have been intimately involved
     in the management of the business of the Company and in planning and
     implementing its business strategies. In the course of your employment with
     the Company, you have developed special skills, knowledge and abilities in
     the online recruiting services field which are of a uniquely personal
     nature. You have also acquired detailed knowledge of the internal
     operations of the Company and its business and possess highly confidential
     information concerning both the U.S. and non-U.S. business activities of
     the Company. In addition, you have been afforded the opportunity to develop
     special relationships of confidence and trust with the customers,
     suppliers, consultants, employees, officers and directors of the Company.

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

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     i.   For the period from the date of the Agreement through October 15,
          2002, you will not, without the Company's prior written consent,
          directly or indirectly hold an ownership interest in, provide
          financing for, control, manage or operate, or participate in the
          ownership, control, management or operation of, or render services in
          the capacity of an employee, freelancer, consultant, agent,
          independent sales representative or a similar capacity to or for the
          benefit of any product or service which is competitive with any
          product or service of the Company. Notwithstanding anything to the
          contrary contained herein, you shall not be deemed to have breached
          the provisions hereof solely by reason of your ownership of an equity
          interest of less than one-half of one percent (0.5%) in the securities
          of a publicly traded competitive business or an interest in a mutual
          or other investment fund which owns an interest in a competitive
          business, provided that you have no influence or control over such
          fund's investment decisions.

     ii.  For the period from the date of the Agreement through October 15,
          2002, you will not, without the Company's prior written consent, on
          your own behalf or on behalf of any other person or entity, (1)
          solicit the service of or employ any employee of the Company for your
          own benefit or the benefit of any person or entity other than the
          Company; (2) induce or help to induce any such employee to leave
          employment with the Company for any reason; or (3) employ or cause any
          other person or entity to employ any former employee of the Company
          whose resignation from the Company occurred less than six months prior
          to such employment by you or such other person or entity. You may seek
          a waiver of any provisions of this section in writing from the
          Company.

     iii. For the period from the date of the Agreement through October 15,
          2002, you will not, without the Company's prior written consent, (1)
          induce or attempt to induce any customer, supplier or contractor of
          the Company to terminate or materially diminish any agreement or
          arrangement with the Company; or (2) induce or attempt to induce any
          customer, supplier or contractor, or any potential customer, supplier
          or contractor of the Company not to enter into any agreement or
          arrangement with the Company.

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

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     v.    You will not willfully make any oral or written statement which
           reflects adversely upon the character, honesty, credit, efficiency or
           business practices of the Company or its former or current
           stockholders, directors, officers or employees in their capacities as
           such.

     vi.   Both during and after your employment with the Company you will, if
           requested by the Company from time to time, provide information,
           testimony and assistance in connection with the prosecution of any
           rights or claims by the Company and the defense of any claims against
           the Company arising out of matters of which you acquired knowledge
           while an employee of the Company. You agree to make yourself
           available for such purpose at such times as the Company may
           reasonably request and as do not unreasonably interfere with your
           other business activities or commitments. The Company will pay any
           reasonable out-of-pocket expenses incurred by you in connection with
           the foregoing (upon receipt of written documentation of such
           expenses). To the extent that you indicate in advance that any of the
           foregoing will unreasonably interfere with your other business
           activities or commitments, you and the Company may agree in writing
           upon terms that would reasonably compensate you for such
           interference.

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

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

6.   You hereby fully release and discharge the Company and its successors and
     assigns from any and all claims, liabilities, obligations, damages, losses,
     costs and expenses, known and unknown, suspected or unsuspected, which you
     have, have had or may hereafter have arising out of your employment with
     the Company, the termination thereof or your compensation in connection
     therewith (other than obligations created by, acknowledged in or arising
     from this agreement), and you hereby waive any and all rights to assert
     against the Company and its successors and assigns, any such claims,
     including, without limitation, claims of discrimination (whether based on
     race, religion, national origin, sex, sexual


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     orientation, age, marital status, veteran status, handicap, physical or
     mental disability, or any other cause), wrongful discharge, emotional
     distress, defamation, breach of contract, breach of covenant of good faith
     and fair dealing, claims for wages, bonuses, vacation or sick pay or other
     benefits, and violation of any local, state or federal law or regulation.
     You specifically waive any and all rights and claims arising under the
     federal Age Discrimination in Employment Act of 1967 (although such waiver
     does not apply to rights or claims that may arise after the date this
     Agreement is executed).

7.   You acknowledge and agree that, except as expressly provided herein, you
     will be entitled to no further employment with the Company, and, except for
     the foregoing, you are not entitled to and will not receive any additional
     compensation, payments or benefits of any kind from the Company, and that
     no representations or promises to the contrary have been made to you.

8.   This letter sets forth our entire agreement with respect to the subject
     matter thereof and supersedes all prior written or oral agreements between
     you and any representative of the Company on that subject including without
     limitation the Employment Agreement dated as of December 3, 1999 between
     the Company and you, as amended from time to time. No provision of this
     agreement may be modified or waived except in a writing signed by the party
     against whom the enforcement of any such modification or waiver is sought.
     If any provision of this agreement is prohibited or invalid under any law,
     such provision shall be ineffective to the extent of any prohibition or
     invalidity, without invalidating the remainder of such provision or the
     other provisions of this agreement. This agreement will bind and benefit
     both parties and their respective heirs, executors, administrators,
     successors and assigns. This agreement shall be governed by and construed
     in accordance with the laws of the State of New York without reference to
     its rules regarding choice or conflicts of laws.

9.   You acknowledge that you have had a reasonable amount of time and an
     opportunity to review this agreement and have been afforded the opportunity
     to review its terms with an attorney prior to execution. You acknowledge
     that you have read and understand this agreement; that you have signed it
     voluntarily and without coercion; and that the waivers you have made in
     this agreement have been made with full appreciation that you will be
     foreclosed from pursuing the rights so waived. You agree that if you assert
     or attempt to assert any claims or rights so waived, you will pay all costs
     incurred by the Company or its employees, including reasonable attorneys'
     fees and disbursements, in defending against such claims.

10.  You are advised to consult with an attorney prior to executing this
     agreement. You have 21 days from the date of this letter to consider this
     agreement. For a period of seven (7) days following the execution of this
     agreement, you may revoke the agreement by delivering written notice of
     revocation to the Company's Vice President & General Counsel at 3 Park
     Avenue, New York, NY 10016. This agreement will not become effective or
     enforceable until the 7-day revocation period has expired. If the 7-day
     revocation period expires without you having revoked the agreement, the
     agreement becomes effective as of the date executed by both parties. If you
     revoke the agreement, the Company will not be bound by the terms set forth
     above. You understand that your acceptance of any of the payments

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     or benefits described herein at any time after you sign this agreement and
     release confirms that you did not revoke your consent to this agreement and
     release and therefore that it is fully effective and enforceable.


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

Sincerely,

DICE INC.


By:     /s/ Scot W. Melland
   -----------------------------------------------
Scot Melland
CEO & President

AGREED AND ACCEPTED:


     /s/ Norman E. Lorentz                                    10/15/01
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Norman E. Lorentz                                             Date