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                                                                   Exhibit 10.15

                                  EARTHWEB INC.

                            1998 STOCK INCENTIVE PLAN

                    (amended and restated as of May 31, 2000)

1)   Purposes of the Plan. The purposes of this Stock Incentive Plan are to
     attract and retain the best available personnel, to provide additional
     incentive to Employees, Directors and Consultants and to promote the
     success of the Company's business.

2)   Definitions. As used herein, the following definitions shall apply:

     a)  "Administrator" means the Board or any of the Committees appointed to
         administer the Plan.

     b)  "Affiliate" and "Associate" shall have the respective meanings
         ascribed to such terms in Rule 12b-2 promulgated under the Exchange
         Act.

     c)  "Applicable Laws" means the legal requirements relating to the
         administration of stock incentive plans, if any, under applicable
         provisions of federal securities laws, state corporate and securities
         laws, the Code, the rules of any applicable stock exchange or national
         market system, and the rules of any foreign jurisdiction applicable to
         Awards granted to residents therein.

     d)  "Award" means the grant of an Option, SAR, Dividend Equivalent Right,
         Restricted Stock, Performance Unit, Performance Share, or other right
         or benefit under the Plan.

     e)  "Award Agreement" means the written agreement evidencing the grant of
         an Award executed by the Company and the Grantee, including any
         amendments thereto.

     f)  "Board" means the Board of Directors of the Company.

     g)  "Cause" means, with respect to the termination by the Company or a
         Related Entity of the Grantee's Continuous Service, that such
         termination is for "Cause" as such term is expressly defined in a then-
         effective written agreement between the Grantee and the Company or such
         Related Entity, or in the absence of such then-effective written
         agreement and definition, is based on, in the determination of the
         Administrator, the Grantee's: (i) refusal or failure to act in
         accordance with any specific, lawful direction or order of the Company
         or a Related Entity; (ii)  unfitness or unavailability for service or
         unsatisfactory performance (other than as a result of Disability);
         (iii) performance of any act or failure to perform any act in bad
         faith and to the detriment of the Company or a Related Entity; (iv)
         dishonesty, intentional misconduct or material breach of any agreement
         with the Company or a Related Entity; or (v) commission of a crime
         involving dishonesty, breach of trust, or physical or emotional harm
         to any person. At least 30 days prior to the termination of the
         Grantee's Continuous Service pursuant to (i) or (ii) above, the
         Administrator shall provide the Grantee with notice of the Company's or
         such Related Entity's intent to terminate, the reason therefore, and an
         opportunity for the Grantee to cure such defects in his or her service
         to the Company's or
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         such Related Entity's satisfaction. During this 30 day (or longer)
         period, no Award issued to the Grantee under the Plan may be exercised
         or purchased.

     h)  "Change in Control" means a change in ownership or control of the
         Company effected through either of the following transactions:

         i)   the direct or indirect acquisition by any person or related group
              of persons (other than an acquisition from or by the Company or by
              a Company-sponsored employee benefit plan or by a person that
              directly or indirectly controls, is controlled by, or is under
              common control with, the Company) of beneficial ownership (within
              the meaning of Rule 13d-3 of the Exchange Act) of securities
              possessing more than fifty percent (50%) of the total combined
              voting power of the Company's outstanding securities pursuant to a
              tender or exchange offer made directly to the Company's
              stockholders which a majority of the Continuing Directors who are
              not Affiliates or Associates of the offeror do not recommend such
              stockholders accept, or

        ii)   a change in the composition of the Board over a period of
              thirty-six (36) months or less such that a majority of the Board
              members (rounded up to the next whole number) ceases, by reason of
              one or more contested elections for Board membership, to be
              comprised of individuals who are Continuing Directors.

     i) "Code" means the Internal Revenue Code of 1986, as amended.

     j) "Committee" means any committee appointed by the Board to administer the
         Plan.

     k) "Common Stock" means the common stock of the Company.

     l) "Company" means EarthWeb Inc., a Delaware corporation.

     m) "Consultant" means any person (other than an Employee or, solely with
        respect to rendering services in such person's capacity as a Director)
        who is engaged by the Company or any Related Entity to render
        consulting or advisory services to the Company or such Related Entity.

     n) "Continuing Directors" means members of the Board who either (i) have
        been Board members continuously for a period of at least thirty-six
        (36) months or (ii) have been Board members for less than thirty-six
        (36) months and were elected or nominated for election as Board members
        by at least a majority of the Board members described in clause (i) who
        were still in office at the time such election or nomination was
        approved by the Board.

     o) "Continuous Service" means that the provision of services to the Company
        or a Related Entity in any capacity of Employee, Director or Consultant,
        is not interrupted or terminated. Continuous Service shall not be
        considered interrupted in the case of (i) any approved leave of absence,
        (ii) transfers between locations of the Company or among the Company,
        any Related Entity, or any successor, in any capacity of Employee,
        Director or Consultant, or (iii) any change in status as long as the
        individual remains in the service of the Company or a Related Entity in
        any capacity of Employee, Director or Consultant (except as otherwise
        provided in the Award Agreement). An approved leave of absence shall
        include sick leave, military leave, or any other authorized personal
        leave. For purposes of Incentive Stock
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        Options, no such leave may exceed ninety (90) days, unless reemployment
        upon expiration of such leave is guaranteed by statute or contract.

     p) "Corporate Transaction" means any of the following transactions:

        i)    a merger or consolidation in which the Company is not the
              surviving entity, except for a transaction the principal purpose
              of which is to change the state in which the Company is
              incorporated;

       ii)    the sale, transfer or other disposition of all or substantially
              all of the assets of the Company (including the capital stock of
              the Company's subsidiary corporations) in connection with the
              complete liquidation or dissolution of the Company;

      iii)    any reverse merger in which the Company is the surviving entity
              but in which securities possessing more than fifty percent (50%)
              of the total combined voting power of the Company's outstanding
              securities are transferred to a person or persons different from
              those who held such securities immediately prior to such merger;
              or

       iv)    an acquisition by any person or related group of persons (other
              than the Company or by a Company-sponsored employee benefit plan)
              of beneficial ownership (within the meaning of Rule 13d-3 of the
              Exchange Act) of securities possessing more than fifty percent
              (50%) of the total combined voting power of the Company's
              outstanding securities (whether or not in a transaction also
              constituting a Change in Control), but excluding any such
              transaction that the Administrator determines shall not be a
              Corporate Transaction.

     q)  "Covered Employee" means an Employee who is a "covered employee" under
         Section 162(m)(3) of the Code.

     r)  "Director" means a member of the Board or the board of directors of any
         Related Entity.

     s)  "Disability" means that a Grantee is permanently unable to carry out
         the responsibilities and functions of the position held by the Grantee
         by reason of any medically determinable physical or mental impairment.
         A Grantee will not be considered to have incurred a Disability unless
         he or she furnishes proof of such impairment sufficient to satisfy the
         Administrator in its discretion.

     t)  "Dividend Equivalent Right" means a right entitling the Grantee to
         compensation measured by dividends paid with respect to Common Stock.

     u)  "Employee" means any person, including an Officer or Director, who is
         an employee of the Company or any Related Entity. The payment of a
         director's fee by the Company or a Related Entity shall not be
         sufficient to constitute "employment" by the Company.

     v)  "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     w)  "Fair Market Value" means, as of any date, the value of Common Stock
         determined as follows:
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        i)      Where there exists a public market for the Common Stock, the
              Fair Market Value shall be (A) the closing price for a Share or
              the last market trading day prior to the time of the determination
              (or, if no closing price was reported on that date, on the last
              trading date on which a closing price was reported) on the stock
              exchange determined by the Administrator to be the primary market
              for the Common Stock or the Nasdaq National Market, whichever is
              applicable or (B) if the Common Stock is not traded on any such
              exchange or national market system, the average of the closing bid
              and asked prices of a Share on the Nasdaq Small Cap Market for the
              day prior to the time of the determination (or, if no such prices
              were reported on that date, on the last date on which such prices
              were reported), in each case, as reported in The Wall Street
              Journal or such other source as the Administrator deems reliable;
              or

       ii)      In the absence of an established market for the Common Stock of
              the type described in (i), above, the Fair Market Value thereof
              shall be determined by the Administrator in good faith.

     x)       "Grantee" means an Employee, Director or Consultant who receives
              an Award pursuant to an Award Agreement under the Plan.

     y)       "Incentive Stock Option" means an Option intended to qualify as an
              incentive stock option within the meaning of Section 422 of the
              Code.

     z)       "Non-Qualified Stock Option" means an Option not intended to
              qualify as an Incentive Stock Option.

     aa)      "Officer" means a person who is an officer of the Company or a
              Related Entity within the meaning of Section 16 of the Exchange
              Act and the rules and regulations promulgated thereunder.

     bb)      "Option" means an option to purchase Shares pursuant to an Award
              Agreement granted under the Plan.

     cc)      "Parent" means a "parent corporation," whether now or hereafter
              existing, as defined in Section 424(e) of the Code.

     dd)      "Performance--Based Compensation" means compensation qualifying
              as" performance-based compensation" under Section 162(m) of the
              Code.

     ee)      "Performance Shares" means Shares or an Award denominated in
              Shares which may be earned in whole or in part upon attainment of
              performance criteria established by the Administrator.

     ff)      "Performance Units" means an Award which may be earned in whole or
              in part upon attainment of performance criteria established by the
              Administrator and which may be settled for cash, Shares or other
              securities or a combination of cash, Shares or other securities as
              established by the Administrator.

     gg)      "Plan" means this 1998 Stock Incentive Plan.
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     hh)      "Registration Date" means the first to occur of (i) the closing of
              the first sale to the general public of (A) the Common Stock or
              (B) the same class of securities of a successor corporation (or
              its Parent) issued pursuant to a Corporate Transaction in exchange
              for or in substitution of the Common Stock, pursuant to a
              registration statement filed with and declared effective by the
              Securities and Exchange Commission under the Securities Act of
              1933, as amended; and (ii) in the event of a Corporate
              Transaction, the date of the consummation of the Corporate
              Transaction if the same class of securities of the successor
              corporation (or its Parent) issuable in such Corporate Transaction
              shall have been sold to the general public pursuant to a
              registration statement filed with and declared effective by, on or
              prior to the date of consummation of such Corporate Transaction,
              the Securities and Exchange Commission under the Securities Act of
              1933, as amended.

     ii)      "Related Entity" means any Subsidiary and any business,
              corporation, partnership, Limited Liability Company or other
              entity in which the Company or a Subsidiary holds a substantial
              ownership interest, directly or indirectly.

     jj)      "Restricted Stock" means Shares issued under the Plan to the
              Grantee for such consideration, if any, and subject to such
              restrictions on transfer, rights of first refusal, repurchase
              provisions, forfeiture provisions, and other terms and conditions
              as established by the Administrator.


     kk)      "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act
              or any successor thereto.

     ll)      "SAR" means a stock appreciation right entitling the Grantee to
              Shares or cash compensation, as established by the Administrator,
              measured by appreciation in the value of Common Stock.

     mm)      "Share" means a share of the Common Stock.

     nn)      "Subsidiary" means a "subsidiary corporation," whether now or
              hereafter existing, as defined in Section 424(f) of the Code.

     oo)      "Related Entity Disposition" means the sale, distribution or other
              disposition by the Company of all or substantially all of the
              Company's interests in any Related Entity effected by a sale,
              merger or consolidation or other transaction involving that
              Related Entity or the sale of all or substantially all of the
              assets of that Related Entity.

3)   Stock Subject to the Plan.

     a)  Subject to the provisions of Section 10, below, the maximum aggregate
         number of Shares which may be issued pursuant to Awards initially shall
         be 3,771,354 Shares, plus an annual increase to be added on the first
         day of the Company's fiscal year beginning in 2001 equal to four
         percent (4%) of the number of Shares outstanding as of such date or a
         lesser number of Shares determined by the Administrator.
         Notwithstanding the foregoing, subject to the provisions of Section 10,
         below, of the number of Shares specified above, the maximum aggregate
         number of Shares available for grant of Incentive Stock Options shall
         be 159,000 Shares, plus an annual increase to be added on the first day
         of the Company's fiscal year
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         beginning in 2000 equal to the lesser of (x) 400,000 Shares, (y) four
         tenths of one percent (.4%) of the number of Shares outstanding as of
         such date, or (z) a lesser number of Shares determined by the
         Administrator. The Shares to be issued pursuant to Awards may be
         authorized, but unissued, or reacquired shares of Common Stock.

     b)  Any Shares covered by an Award (or portion of an Award) which is
         forfeited or canceled, expires or is settled in cash, shall be deemed
         not to have been issued for purposes of determining the maximum
         aggregate number of Shares which may be issued under the Plan. If any
         unissued Shares are retained by the Company upon exercise of an Award
         in order to satisfy the exercise price for such Award or any
         withholding taxes due with respect to such Award, such retained Shares
         subject to such Award shall become available for future issuance under
         the Plan (unless the Plan has terminated). Shares that actually have
         been issued under the Plan pursuant to an Award shall not be returned
         to the Plan and shall not become available for future issuance under
         the Plan, except that if unvested Shares are forfeited, or repurchased
         by the Company at their original purchase price, such Shares shall
         become available for future grant under the Plan.

4)       Administration of the Plan.

     a) Plan Administrator.

        i)      Administration with Respect to Directors and Officers. With
              respect to grants of Awards to Directors or Employees who are also
              Officers or Directors of the Company, the Plan shall be
              administered by (A) the Board or (B) a Committee designated by the
              Board, which Committee shall be constituted in such a manner as to
              satisfy the Applicable Laws and to permit such grants and related
              transactions under the Plan to be exempt from Section 16(b) of the
              Exchange Act in accordance with Rule 16b-3. Once appointed, such
              Committee shall continue to serve in its designated capacity until
              otherwise directed by the Board.

       ii)      Administration With Respect to Consultants and Other Employees.
              With respect to grants of Awards to Employees or Consultants who
              are neither Directors nor Officers of the Company, the Plan shall
              be administered by (A) the Board or (B) a Committee designated by
              the Board, which Committee shall be constituted in such a manner
              as to satisfy the Applicable Laws. Once appointed, such Committee
              shall continue to serve in its designated capacity until otherwise
              directed by the Board. The Board may authorize one or more
              Officers to grant such Awards and may limit such authority as the
              Board determines from time to time.

      iii)      Administration With Respect to Covered Employees.
              Notwithstanding the foregoing, grants of Awards to any Covered
              Employee intended to qualify as Performance-Based Compensation
              shall be made only by a Committee (or subcommittee of a Committee)
              which is comprised solely of two or more Directors eligible to
              serve on a committee making Awards qualifying as Performance-Based
              Compensation. In the case of such Awards granted to Covered
              Employees, references to the "Administrator" or to a Committee"
              shall be deemed to be references to such Committee or
              subcommittee.
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       iv)    Administration Errors. In the event an Award is granted in a
              manner inconsistent with the provisions of this subsection (a),
              such Award shall be presumptively valid as of its grant date to
              the extent permitted by the Applicable Laws.

     b)  Powers of the Administrator. Subject to Applicable Laws and the
         provisions of the Plan (including any other powers given to the
         Administrator hereunder), and except as otherwise provided by the
         Board, the Administrator shall have the authority, in its discretion:

        i)  to select the Employees, Directors and Consultants to whom Awards
            may be granted from time to time hereunder;

       ii)  to determine whether and to what extent Awards are granted
            hereunder;

      iii)  to determine the number of Shares or the amount of other
            consideration to be covered by each Award granted hereunder;

       iv)  to approve forms of Award Agreements for use under the Plan;

        v)  to determine the terms and conditions of any Award granted
            hereunder;

       vi)  to amend the terms of any outstanding Award granted under the
            Plan, provided that any amendment that would adversely affect the
            Grantee's rights under an outstanding Award shall not be made
            without the Grantee's written consent;

      vii)  to construe and interpret the terms of the Plan and Awards granted
            pursuant to the Plan, including without limitation, any notice of
            Award or Award Agreement, granted pursuant to the Plan;

     viii)  to establish additional terms, conditions, rules or procedures to
            accommodate the rules or laws of applicable foreign jurisdictions
            and to afford Grantees favorable treatment under such laws;
            provided, however, that no Award shall be granted under any such
            additional terms, conditions, rules or procedures with terms or
            conditions which are inconsistent with the provisions of the Plan;
            and

       ix)  to take such other action, not inconsistent with the terms of the
            Plan, as the Administrator deems appropriate.

     c)  Effect of Administrator's Decision. All decisions, determinations and
         interpretations of the Administrator shall be conclusive and binding on
         all persons.

5)   Eligibility. Awards other than Incentive Stock Options may be granted to
     Employees, Directors and Consultants. Incentive Stock Options may be
     granted only to Employees of the Company or a Subsidiary. An Employee,
     Director or Consultant who has been granted an Award may, if otherwise
     eligible, be granted additional Awards. Awards may be granted to such
     Employees, Directors or Consultants who are residing in foreign
     jurisdictions as the Administrator may determine from time to time.

6)       Terms and Conditions of Awards.
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     a)  Type of Awards. The Administrator is authorized under the Plan to award
         any type of arrangement to an Employee, Director or Consultant that is
         not inconsistent with the provisions of the Plan and that by its terms
         involves or might involve the issuance of (i) Shares, (ii) an Option,
         a SAR or similar right with a fixed or variable price related to the
         Fair Market Value of the Shares and with an exercise or conversion
         privilege related to the passage of time, the occurrence of one or
         more events, or the satisfaction of performance criteria or other
         conditions, or (iii) any other security with the value derived from the
         value of the Shares. Such awards include, without limitation, Options,
         SARs, sales or bonuses of Restricted Stock, Dividend Equivalent Rights,
         Performance Units or Performance Shares, and an Award may consist of
         one such security or benefit, or two (2) or more of them in any
         combination or alternative.

     b)  Designation of Award. Each Award shall be designated in the Award
         Agreement. In the case of an Option, the Option shall be designated as
         either an Incentive Stock Option or a Non-Qualified Stock Option.
         However, notwithstanding such designation, to the extent that the
         aggregate Fair Market Value of Shares subject to Options designated as
         Incentive Stock Options which become exercisable for the first time by
         a Grantee during any calendar year (under all plans of the Company or
         any Parent or Subsidiary) exceeds $100,000, such excess Options, to the
         extent of the Shares covered thereby in excess of the foregoing
         limitation, shall be treated as Non-Qualified Stock Options. For this
         purpose, Incentive Stock Options shall be taken into account in the
         order in which they were granted, and the Fair Market Value of the
         Shares shall be determined as of the date the Option with respect to
         such Shares is granted.

     c)  Conditions of Award. Subject to the terms of the Plan, the
         Administrator shall determine the provisions, terms, and conditions of
         each Award including, but not limited to, the Award vesting schedule,
         repurchase provisions, rights of first refusal, forfeiture provisions,
         form of payment (cash, Shares, or other consideration) upon settlement
         of the Award, payment contingencies, and satisfaction of any
         performance criteria. The performance criteria established by the
         Administrator may be based on any one of, or combination of, increase
         in share price, earnings per share, total stockholder return, return on
         equity, return on assets, return on investment, net operating income,
         cash flow, revenue, economic value added, personal management
         objectives, or other measure of performance selected by the
         Administrator. Partial achievement of the specified criteria may result
         in a payment or vesting corresponding to the degree of achievement as
         specified in the Award Agreement.

     d)  Acquisitions and Other Transactions. The Administrator may issue Awards
         under the Plan in settlement, assumption or substitution for,
         outstanding awards or obligations to grant future awards in connection
         with the Company or a Related Entity acquiring another entity, an
         interest in another entity or an additional interest in a Related
         Entity whether by merger, stock purchase, asset purchase or other form
         of transaction.

     e)  Deferral of Award Payment. The Administrator may establish one or more
         programs under the Plan to permit selected Grantees the opportunity to
         elect to defer receipt of consideration upon exercise of an Award,
         satisfaction of performance criteria, or other event that absent the
         election would entitle the Grantee to payment or receipt of Shares or
         other consideration under an Award. The Administrator may establish the
         election procedures, the timing of such elections, the mechanisms for
         payments of, and accrual of interest or other earnings, if any, on
         amounts, Shares or other consideration so deferred, and such other
         terms,
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         conditions, rules and procedures that the Administrator deems
         advisable for the administration of any such deferral program.

     f)  Award Exchange Programs. The Administrator may establish one or more
         programs under the Plan to permit selected Grantees to exchange an
         Award under the Plan for one or more other types of Awards under the
         Plan on such terms and conditions as determined by the Administrator
         from time to time.

     g)  Separate Programs. The Administrator may establish one or more separate
         programs under the Plan for the purpose of issuing particular forms of
         Awards to one or more classes of Grantees on such terms and conditions
         as determined by the Administrator from time to time.

     h)  Individual Option and SAR Limit. The maximum number of Shares with
         respect to which Options and SARs may be granted to any Employee in any
         fiscal year of the Company shall be Six Hundred Thousand (600,000)
         Shares. The foregoing limitation shall be adjusted proportionately in
         connection with any change in the Company's capitalization pursuant to
         Section 10, below. To the extent required by Section 162(m) of the Code
         or the regulations thereunder, in applying the foregoing limitation
         with respect to an Employee, if any Option or SAR is canceled, the
         canceled Option or SAR shall continue to count against the maximum
         number of Shares with respect to which Options and SARs may be granted
         to the Employee. For this purpose, the repricing of an Option (or in
         the case of a SAR, the base amount on which the stock appreciation is
         calculated is reduced to reflect a reduction in the Fair Market Value
         of the Common Stock) shall be treated as the cancellation of the
         existing Option or SAR and the grant of a new Option or SAR.

     i)  Early Exercise. The Award Agreement may, but need not, include a
         provision whereby the Grantee may elect at any time while an Employee,
         Director or Consultant to exercise any part or all of the Award prior
         to full vesting of the Award. Any unvested Shares received pursuant to
         such exercise may be subject to a repurchase right in favor of the
         Company or a Related Entity or to any other restriction the
         Administrator determines to be appropriate.

     j)  Term of Award. The term of each Award shall be the term stated in the
         Award Agreement, provided, however, that the term of an Incentive Stock
         Option shall be no more than ten (10) years from the date of grant
         thereof. However, in the case of an Incentive Stock Option granted to a
         Grantee who, at the time the Option is granted, owns stock representing
         more than ten percent (10%) of the voting power of all classes of stock
         of the Company or any Parent or Subsidiary, the term of the Incentive
         Stock Option shall be five (5) years from the date of grant thereof or
         such shorter term as may be provided in the Award Agreement.

     k)  Transferability of Awards. Incentive Stock Options may not be sold,
         pledged, assigned, hypothecated, transferred, or disposed of in any
         manner other than by will or by the laws of descent or distribution and
         may be exercised, during the lifetime of the Grantee, only by the
         Grantee; provided, however, that the Grantee may designate a
         beneficiary of the Grantee's Incentive Stock Option in the event of the
         Grantee's death on a beneficiary designation form provided by the
         Administrator. Other Awards shall be transferable to the extent
         provided in the Award Agreement.
<PAGE>

        l)  Time of Granting Awards. The date of grant of an Award shall for all
            purposes be the date on which the Administrator makes the
            determination to grant such Award, or such other date as is
            determined by the Administrator. Notice of the grant determination
            shall be given to each Employee, Director or Consultant to whom an
            Award is so granted within a reasonable time after the date of such
            grant.

7)   Award Exercise or Purchase Price, Consideration, Taxes and Reload  Options.

     a) Exercise or Purchase Price. The exercise or purchase price, if any, for
        an Award shall be as follows:

        i)     In the case of an Incentive Stock Option:

           (A)    granted to an Employee who, at the time of the grant of such
                  Incentive Stock Option owns stock representing more than ten
                  percent (10%) of the voting power of all classes of stock of
                  the Company or any Parent or Subsidiary, the per Share
                  exercise price shall be not less than one hundred ten percent
                  (110%) of the Fair Market Value per Share on the date of
                  grant; or

           (B)    granted to any Employee other than an Employee described in
                  the preceding paragraph, the per Share exercise price shall be
                  not less than one hundred percent (100%) of the Fair Market
                  Value per Share on the date of grant.

        i)      In the case of a Non-Qualified Stock Option, the per Share
              exercise price shall be not less than one hundred percent (100%)
              of the Fair Market Value per Share on the date of grant unless
              otherwise determined by the Administrator.

       ii)      In the case of Awards intended to qualify as Performance-Based
              Compensation, the exercise or purchase price, if any, shall be not
              less than one hundred percent (100%) of the Fair Market Value per
              Share on the date of grant.

      iii)      In the case of other Awards, such price as is determined by the
              Administrator.

       iv)      Notwithstanding the foregoing provisions of this Section 7(a),
              in the case of an Award issued pursuant to Section 6(d), above,
              the exercise or purchase price for the Award shall be determined
              in accordance with the principles of Section 424(a) of the Code.

     b)  Consideration. Subject to Applicable Laws, the consideration to be paid
         for the Shares to be issued upon exercise or purchase of an Award
         including the method of payment, shall be determined by the
         Administrator (and, in the case of an Incentive Stock Option, shall be
         determined at the time of grant). In addition to any other types of
         consideration the Administrator may determine, the Administrator is
         authorized to accept as consideration for Shares issued under the Plan
         the following, provided that the portion of the consideration equal to
         the par value of the Shares must be paid in cash or other legal
         consideration permitted by the Delaware General Corporation Law:

        i)   cash;
<PAGE>

       ii)   check;

      iii)   delivery of Grantee's promissory note with such recourse, interest,
             security, and redemption provisions as the Administrator
             determines as appropriate;

       iv)    surrender of Shares or delivery of a properly executed form of
              attestation of ownership of Shares as the Administrator may
              require (including withholding of Shares otherwise deliverable
              upon exercise of the Award) which have a Fair Market Value on the
              date of surrender or attestation equal to the aggregate exercise
              price of the Shares as to which said Award shall be exercised (but
              only to the extent that such exercise of the Award would not
              result in an accounting compensation charge with respect to the
              Shares used to pay the exercise price unless otherwise determined
              by the Administrator);

        v)    with respect to Options, payment through a broker-dealer sale and
              remittance procedure pursuant to which the Grantee (A) shall
              provide written instructions to a Company designated brokerage
              firm to effect the immediate sale of some or all of the purchased
              Shares and remit to the Company, out of the sale proceeds
              available on the settlement date, sufficient funds to cover the
              aggregate exercise price payable for the purchased Shares and (B)
              shall provide written directives to the Company to deliver the
              certificates for the purchased Shares directly to such brokerage
              firm in order to complete the sale transaction; or

       vi)    any combination of the foregoing methods of payment.

     c)  Taxes. No Shares shall be delivered under the Plan to any Grantee or
         other person until such Grantee or other person has made arrangements
         acceptable to the Administrator for the satisfaction of any foreign,
         federal, state, or local income and employment tax withholding
         obligations, including, without limitation, obligations incident to the
         receipt of Shares or the disqualifying disposition of Shares received
         on exercise of an Incentive Stock Option. Upon exercise of an Award,
         the Company shall withhold or collect from Grantee an amount sufficient
         to satisfy such tax obligations.

     d)  Reload Options. In the event the exercise price or tax withholding of
         an Option is satisfied by the Company or the Grantee's employer
         withholding Shares otherwise deliverable to the Grantee, the
         Administrator may issue the Grantee an additional Option, with terms
         identical to the Award Agreement under which the Option was exercised,
         but at an exercise price as determined by the Administrator in
         accordance with the Plan.

8)       Exercise of Award.

     a)  Procedure for Exercise; Rights as a Stockholder.

        i)      Any Award granted hereunder shall be exercisable at such times
              and under such conditions as determined by the Administrator under
              the terms of the Plan and specified in the Award Agreement.

       ii)      An Award shall be deemed to be exercised when written notice of
              such exercise has been given to the Company in accordance with the
              terms of the Award by the person
<PAGE>

              entitled to exercise the Award and full payment for the Shares
              with respect to which the Award is exercised, including, to the
              extent selected, use of the broker-dealer sale and remittance
              procedure to pay the purchase price as provided in Section 7(b)
              (v). Until the issuance (as evidenced by the appropriate entry on
              the books of the Company or of a duly authorized transfer agent of
              the Company) of the stock certificate evidencing such Shares, no
              right to vote or receive dividends or any other rights as a
              stockholder shall exist with respect to Shares subject to an
              Award, notwithstanding the exercise of an Option or other Award.
              The Company shall issue (or cause to be issued) such stock
              certificate promptly upon exercise of the Award. No adjustment
              will be made for a dividend or other right for which the record
              date is prior to the date the stock certificate is issued, except
              as provided in the Award Agreement or Section 10, below.

     b)       Exercise of Award Following Termination of Continuous Service.

        i)      An Award may not be exercised after the termination date of such
              Award set forth in the Award Agreement and may be exercised
              following the termination of a Grantee's Continuous Service only
              to the extent provided in the Award Agreement.

       ii)      Where the Award Agreement permits a Grantee to exercise an Award
              following the termination of the Grantee's Continuous Service for
              a specified period, the Award shall terminate to the extent not
              exercised on the last day of the specified period or the last day
              of the original term of the Award, whichever occurs first.

      iii)      Any Award designated as an Incentive Stock Option to the extent
              not exercised within the time permitted by law for the exercise of
              Incentive Stock Options following the termination of a Grantee's
              Continuous Service shall convert automatically to a Non-Qualified
              Stock Option and thereafter shall be exercisable as such to the
              extent exercisable by its terms for the period specified in the
              Award Agreement.

     c)  Buyout Provisions. The Administrator may at any time offer to buy out
         for a payment in cash or Shares, an Award previously granted, based on
         such terms and conditions as the Administrator shall establish and
         communicate to the Grantee at the time that such offer is made.

9)       Conditions Upon Issuance of Shares.

     a)  Shares shall not be issued pursuant to the exercise of an Award unless
         the exercise of such Award and the issuance and delivery of such Shares
         pursuant thereto shall comply with all Applicable Laws, and shall be
         further subject to the approval of counsel for the Company with respect
         to such compliance.

     b)  As a condition to the exercise of an Award, the Company may require the
         person exercising such Award to represent and warrant at the time of
         any such exercise that the Shares are being purchased only for
         investment and without any present intention to sell or distribute such
         Shares if, in the opinion of counsel for the Company, such a
         representation is required by any Applicable Laws.

10)  Adjustments Upon Changes in Capitalization. Subject to any required action
     by the shareholders of the Company, the number of Shares covered by each
     outstanding Award, and the number of
<PAGE>

     Shares which have been authorized for issuance under the Plan but as to
     which no Awards have yet been granted or which have been returned to the
     Plan, the exercise or purchase price of each such outstanding Award, as
     well as any other terms that the Administrator determines require
     adjustment shall be proportionately adjusted for (i) any increase or
     decrease in the number of issued Shares resulting from a stock split,
     reverse stock split, stock dividend, combination or reclassification of the
     Shares, (ii) any other increase or decrease in the number of issued Shares
     effected without receipt of consideration by the Company, or (iii) as the
     Administrator may determine in its discretion, any other transaction with
     respect to Common Stock to which Section 424(a) of the Code applies;
     provided, however that conversion of any convertible securities of the
     Company shall not be deemed to have been "effected without receipt of
     consideration." Such adjustment shall be made by the Administrator and its
     determination shall be final, binding and conclusive. Except as the
     Administrator determines, no issuance by the Company of shares of stock of
     any class, or securities convertible into shares of stock of any class,
     shall affect, and no adjustment by reason hereof shall be made with respect
     to, the number or price of Shares subject to an Award.

11)  Corporate Transactions/Changes in Control/Related Entity Dispositions.
     Except as may be provided in an Award Agreement:

     a)  The Administrator shall have the authority, exercisable either in
         advance of any actual or anticipated Corporate Transaction, Change in
         Control or Related Entity Disposition or at the time of an actual
         Corporate Transaction, Change in Control or Related Entity Disposition
         and exercisable at the time of the grant of an Award under the Plan or
         any time while an Award remains outstanding, to provide for the full
         automatic vesting and exercisability of one or more outstanding
         unvested Awards under the Plan and the release from restrictions on
         transfer and repurchase or forfeiture rights of such Awards in
         connection with a Corporate Transaction, Change in Control or Related
         Entity Disposition, on such terms and conditions as the Administrator
         may specify. The Administrator also shall have the authority to
         condition any such Award vesting and exercisability or release from
         such limitations upon the subsequent termination of the Continuous
         Service of the Grantee within a specified period following the
         effective date of the Corporate Transaction, Change in Control or
         Related Entity Disposition. The Administrator may provide that any
         Awards so vested or released from such limitations in connection with a
         Change in Control or Subsidiary Disposition, shall remain fully
         exercisable until the expiration or sooner termination of the Award.
         Effective upon the consummation of a Corporate Transaction, all
         outstanding Awards under the Plan shall terminate unless assumed by the
         successor company or its Parent. The Company will use reasonable
         efforts to achieve such assumption as the Administrator deems
         appropriate.

     b)  in connection with a Corporate Transaction, Change in Control or
         Related Entity Disposition shall remain exercisable as an Incentive
         Stock Option under the Code only to the extent the $100,000 dollar
         limitation of Section 422(d) of the Code is not exceeded. To the extent
         such dollar limitation is exceeded, the accelerated excess portion of
         such Option shall be exercisable as a Non-Qualified Stock Option.

12)  Effective Date and Term of Plan. The Plan shall become effective upon the
     latest to occur of (i) its adoption by the Board, (ii) its approval by the
     stockholders of the Company or (iii) the Registration Date. It shall
     continue in effect for a term of ten (10) years unless sooner
<PAGE>

     terminated. Subject to Section 16, below, and Applicable Laws, Awards may
     be granted under the Plan upon its becoming effective.

13)  Amendment, Suspension or Termination of the Plan.

     a)  The Board may at any time amend, suspend or terminate the Plan. To the
         extent necessary to comply with Applicable Laws, the Company shall
         obtain stockholder approval of any Plan amendment in such a manner and
         to such a degree as required.

     b)  No Award may be granted during any suspension of the Plan or after
         termination of the Plan.

     c)  Any amendment, suspension or termination of the Plan (including
         termination of the Plan under Section 12, above) shall not affect
         Awards already granted, and such Awards shall remain in full force and
         effect as if the Plan had not been amended, suspended or terminated,
         unless mutually agreed otherwise between the Grantee and the
         Administrator, which agreement must be in writing and signed by the
         Grantee and the Company.

14)      Reservation of Shares.

     a)  The Company, during the term of the Plan, will at all times reserve and
         keep available such number of Shares as shall be sufficient to satisfy
         the requirements of the Plan.

     b)  The inability of the Company to obtain authority from any regulatory
         body having jurisdiction, which authority is deemed by the Company's
         counsel to be necessary to the lawful issuance and sale of any Shares
         hereunder, shall relieve the Company of any liability in respect of the
         failure to issue or sell such Shares as to which such requisite
         authority shall not have been obtained.

15)  No Effect on Terms of Employment/Consulting Relationship. The Plan shall
     not confer upon any Grantee any right with respect to the Grantee's
     Continuous Service, nor shall it interfere in any way with his or her right
     or the Company's right to terminate the Grantee's Continuous Service at any
     time, with or without cause.

16)  No Effect on Retirement and Other Benefit Plans. Except as specifically
     provided in a retirement or other benefit plan of the Company or a Related
     Entity, Awards shall not be deemed compensation for purposes of computing
     benefits or contributions under any retirement plan of the Company or a
     Related Entity, and shall not affect any benefits under any other benefit
     plan of any kind or any benefit plan subsequently instituted under which
     the availability or amount of benefits is related to level of compensation.
     The Plan is not a "Retirement-Plan" or "Welfare Plan" under the Employee
     Retirement Income Security Act of 1974, as amended.

Stockholder Approval. This Amended and Restated 1998 Stock Incentive Plan of
EarthWeb Inc. became effective when approved by the Company's stockholders on
May 31, 2000, after having been adopted by the Company's Board of Directors on
April 3, 2000, subject to stockholder approval.