S-1/A

As filed with the Securities and Exchange Commission on May 18, 2007

Registration No. 333-141876

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Dice Holdings, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	7319	20-3179218
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

3 Park Avenue

New York, New York 10016

(212) 725-6550

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Scot W. Melland

President and Chief Executive Officer

Dice Holdings, Inc.

3 Park Avenue

New York, New York 10016

(212) 725-6550

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

John C. Kennedy, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 (212) 373-3000 Brian P. Campbell, Esq. Vice President, Business and Legal Affairs Dice Holdings, Inc. 3 Park Avenue New York, New York 10016 (212) 725-6550 Michael Kaplan, Esq. Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 (212) 450-4000

Approximate date of commencement of proposed sale to public:    As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:    ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:    ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:    ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price (1)	Amount of registration fee (2)
Common Stock, par value $0.01	$100,000,000	$3,070.00

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933.

(2) Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. The preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated May 18, 2007.

                 Shares

Dice Holdings, Inc.

Common Stock

Dice Holdings, Inc. is offering              shares of common stock and the selling stockholders are offering              shares of common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. This is our initial public offering and no public market currently exists for our shares. We currently estimate that the initial public offering price per share will be between $             and $             per share.

Investing in our common stock involves risks. See “ Risk Factors” beginning on page 16 to read about factors you should consider before buying shares of our common stock.

We have applied to have our common stock listed on the New York Stock Exchange under the symbol “DHX.”

	Price to Public	Underwriting Discounts and Commissions	Proceeds to Us	Proceeds to Selling Stockholders
Per Share	$	$	$	$
Total	$	$	$	$

The underwriters may also purchase up to an additional              shares of common stock from the selling stockholders at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover over-allotments, if any.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares to purchasers against payment in New York, New York on                     , 2007.

Credit Suisse	Morgan Stanley
JPMorgan	Lehman Brothers

Jefferies & Company

Prospectus dated                     , 2007.

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us. Neither we nor the underwriters have authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus or such other date stated in this prospectus.

TABLE OF CONTENTS

	Page
Industry and Market Data	i
Prospectus Summary	1
Risk Factors	16
Forward-Looking Statements	31
Use of Proceeds	33
Dividend Policy	33
Capitalization	34
Dilution	35
Unaudited Pro Forma Financial Information	37
Selected Consolidated Financial Data	44
Management’s Discussion and Analysis of Financial Condition and Results of Operations	49
Business	78
Management	90
Executive Compensation	95
Principal and Selling Stockholders	116
Certain Relationships and Related Transactions	119
Description of Capital Stock	123
Shares Available For Future Sale	126
Certain U.S. Federal Tax Consequences	129
Underwriting	133
Notice to Canadian Residents	136
Legal Matters	137
Experts	137
Where You Can Find More Information	138
Index to Consolidated Financial Statements	F-1

Until                     , 2007 (25 days after the date of this prospectus), all dealers that buy, sell or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

INDUSTRY AND MARKET DATA

Industry and market data used throughout this prospectus were obtained through company research, surveys and studies conducted by third parties, and industry and general publications. The information contained in “Summary—Our Industry” and “Business—Our Industry” is based on studies, analyses and surveys prepared by Corzen, Inc., International Data Corporation, Forrester Research, US, and the Gartner Group. We have not independently verified any of the data from third party sources nor have we ascertained any underlying economic assumptions relied upon therein. While we are not aware of any misstatements regarding the industry data presented herein, estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors.”

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We report the number of “unique visitors” for Dice.com by tracking permanent cookies or unique browser and IP address configurations of visitors who visit our site. A visitor to Dice.com is “unique” once during the measurement period, which is typically one month. We report the number of “unique visitors” for eFinancialCareers.com on an aggregate basis across the complete site network. Visitors who visit more than one site in the network during the measurement period are counted as unique visitors for each site they visit. The reported traffic levels are based upon analysis of our weblogs using industry standard software tools and best practices.

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PROSPECTUS SUMMARY

This summary highlights all material information about us and this offering, but does not contain all of the information that you should consider before investing in our common stock. You should read this entire prospectus carefully, including the “Risk Factors” and the consolidated financial statements and related notes before investing. This prospectus includes forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements.” Except as the context otherwise requires, references in this prospectus to the “Company,” “we,” “our” or “us” are to Dice Holdings, Inc. and its subsidiaries.

Except as the context otherwise requires, references to information being “pro forma” or “on a pro forma basis” means such information is presented after giving effect to (i) the acquisition of eFinancialGroup Limited and the disposition of eFinancialNews, in the 2006 period, (ii) the 2007 Dividend (as defined below), (iii) borrowings under our amended and restated credit facility on March 21, 2007, in connection with the payment of the 2007 Dividend, (iv) the Stock Split (as defined below), (v) the Conversion (as defined below) and (vi) this offering and the estimated use of proceeds from this offering. See “Unaudited Pro Forma Financial Information.”

Our Company

We are a leading provider of specialized career websites for select professional communities. We target employment categories in which there is a scarcity of highly skilled, highly qualified professionals relative to market demand. Our career websites serve as online marketplaces where employers and recruiters find and recruit prospective employees, and where professionals find relevant job opportunities and information to further their careers. Each of our career websites offers job listings, content, career development and recruiting services tailored to the specific needs of the professional community that it serves. Our largest websites by revenue are Dice.com, the leading career website in the United States for technology professionals, and eFinancialCareers.com, the leading global career website for capital markets and financial services professionals.

We believe that as recruiting activities migrate online and the global workforce becomes increasingly specialized, both professionals and employers are demanding access to industry and occupation-specific online recruiting services and career content. Professionals use our websites at no cost to manage their careers by posting their resumes and searching our large and growing collections of job postings. Our customers pay us to post job listings and to access our databases of resumes of highly experienced and qualified professionals. The majority of our revenues are derived from customers who purchase our recruitment packages, which are available through monthly or longer-term contractual arrangements and allow customers to both post job listings and search our databases of resumes.

The Dice service has operated for 16 years and eFinancialCareers.com has operated for almost seven years. We believe that our long operating history has enabled us to build brand recognition and a critical mass of both customers and professionals, which has given us a distinct competitive advantage in our employment categories. As the breadth and number of job listings and skilled professionals using our websites has grown, the increase of each has fostered the growth of the other, further enhancing the value and scale of our marketplaces.

We operate the following websites, each of which focuses on different career sectors or geographic regions:

• Dice.com, the leading recruiting and career development website for technology and engineering professionals in the United States.

• eFinancialCareers.com, the leading global recruiting and career development network of websites for capital markets and financial services professionals, headquartered in the United Kingdom and serving the financial services industry in various markets around the world.

• JobsintheMoney.com, a leading recruiting and career development website for accounting and finance professionals in the United States.

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• ClearanceJobs.com, the leading recruiting and career development website for professionals with active U.S. government security clearances.

• CybermediaDice.com, the largest targeted vertical career website for technology professionals in India.

We also operate Targeted Job Fairs, a leading producer and host of career fairs and open houses focused primarily on technology and security-cleared candidates in the United States.

On February 14, 2003, our predecessor, Dice Inc., filed a voluntary petition for bankruptcy under Chapter 11 of the United States Bankruptcy Code. Since emerging from bankruptcy on June 30, 2003, we have experienced significant revenue growth. We generated revenues from continuing operations of $83.7 million in 2006, up from $32.2 million in 2004, representing a compound annual growth rate, or “CAGR,” of 61%, and we grew our operating income and cash flow from operations from $3.6 million and $14.0 million to $16.6 million and $39.2 million, representing a CAGR of 115% and 67%, respectively, over the same period. For the period from January 1, 2005 to August 31, 2005, we had net income of $5.9 million and for the period from September 1, 2005 to December 31, 2005, we suffered a net loss of $1.7 million. For the fiscal year ended December 31, 2006 our historical net income was $6.8 million and, on a pro forma basis, we incurred a net loss of $200,000. As of March 31, 2007, we had $254.3 million of total intangible assets, of which $159.2 million was goodwill.

Our Industry

We operate in the online employment advertising segment of the broader market for staffing and employment services. The worldwide market for staffing and employment advertising is large and shifting online at a rapid pace. Corzen, Inc. (“Corzen”) estimates that recruitment advertising, comprising spending on print recruitment advertising placed in newspapers and online recruitment advertising and resume database access, in the U.S. market was $6.9 billion in 2006, with $2.2 billion spent online. Corzen forecasts that online recruitment spending will increase to $4.5 billion by 2010, and continue to rapidly gain market share from print recruitment advertising.

We believe that the overall demand for employment advertising and recruiting and career development products and services has significant growth potential. Over the next several years, the aging labor force of the United States is expected to lead to a labor supply-demand imbalance as baby-boomers retire. According to the U.S. Bureau of Labor Statistics, a shortfall of over two million workers in the labor force is forecast by 2014.

We also believe that certain industries that employ highly skilled and highly paid professionals will experience particularly strong demand for effective recruiting solutions due to the scarcity of such professionals. According to the U.S. Bureau of Labor Statistics, for instance, five of the 12 fastest-growing occupations in the United States during the period from 2004 to 2014 are expected to be in technology fields. We believe that international economies show similar trends, with an aging labor force in Europe, and shortages of skilled professionals to meet the demand of growing economies in Asia.

We believe that the market for employment advertising is shifting online due to:

• the expansion in the size of the Internet population and increased broadband access;

• the shift in media consumption and spending from offline to online media; and

• the increased efficiency and cost advantages provided by online job boards compared to offline employment advertising methods.

While generalist job boards have improved the recruiting process compared to traditional offline alternatives, specialized career websites offer job listings, content and services tailored to the specific needs of the communities they serve. Moreover, because specialized career websites attract communities of professionals from specific industries, employers can reach a more targeted and more qualified pool of candidates. We believe this leads to a better recruitment experience for both customers and professionals.

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The market for recruiting services and employment advertising is highly competitive with multiple online and offline competitors. Additionally, the further development of the Internet has made it easier for new competitors to emerge with minimal barriers to entry. Our competitors primarily include generalist job boards, newspaper and magazine publishers, national and regional advertising agencies, executive search firms and search and selection firms that carry classified advertising. We also compete with specialized job boards specifically focusing on the industries we serve and new and emerging competitors, such as aggregators of classified information and social networking sites.

Our Value Proposition

We have become a leading provider of specialized career websites for select professional communities by providing unique benefits to professionals and our customers. Our specialized career websites provide professionals with quick and easy access to job listings that are relevant and meet their industry-specific criteria, and provide our customers with pools of hard-to-find, highly qualified professional talent. By providing deep databases of professionals to our customers and a large number of employment opportunities for professionals, we encourage the use of our websites and continue to attract customers to our services. We believe these factors have helped us to achieve a critical mass of both customers and professionals, contributing to the attractiveness and efficiency of our online marketplaces.

Benefits to Professionals

Access to a large number of relevant job postings. Our career websites provide a large number of job postings for technology and engineering, accounting and finance, capital markets and financial services, and U.S. government security-clearance positions. In addition, the specialized focus of our career websites benefits professionals by helping to ensure that the job opportunities posted by our customers are relevant and attractive to them.

Compelling user experience. We have designed each of our career websites with the specific needs of our target audiences of professionals in mind. We believe that our customized search engines and audience-tailored websites are efficient and relevant, easy to use and valuable to our users, helping us build a loyal and engaged audience.

Targeted career development services and tools. We provide professionals with targeted career development services and tools including content, decision support tools and relevant industry news. We believe our career development services and tools benefit the professionals who use our career websites by providing them with relevant information to manage and enhance their careers, and also increase the engagement of professionals with our sites.

Benefits to our Customers

Unique pools of qualified professionals. We seek to improve the efficiency of the recruiting process for our customers by providing quick and easy access to large and up-to-date pools of highly qualified and hard to reach professionals. Moreover, because the communities of professionals who visit our websites are highly skilled and specialized within specific industries, we believe our customers reach a more targeted and qualified pool of candidates than through generalist sites.

Efficient and targeted candidate searches. Our career websites are easy to use and our search engines are designed so that our customers can search our resume databases quickly to find professionals who meet specified criteria. We believe that this approach results in a faster and more efficient search for candidates, helps our customers improve the efficiency of their recruiting efforts and increases customer preference for our career solutions relative to our competitors.

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High-quality customer support. We are able to differentiate ourselves from our competitors by providing extensive ongoing support to our customers. We personalize our customer support efforts by providing our customers with representatives that are knowledgeable about the professional communities we serve and the skill sets of professionals in those communities.

Our Strategy

Our goal is to be the leading global network of specialized career websites for select professional communities. Our primary objective is to maximize the potential of our career websites. To achieve these goals, we are pursuing the following strategies:

• continue to grow the size, quality and uniqueness of our professional communities;

• continue to execute on customer acquisition;

• further build brand awareness;

• enhance content and community features across our websites;

• further expand our services globally; and

• selectively expand into new verticals.

Risks Associated With Our Business

Our business is subject to numerous risks, which are highlighted in the section entitled “Risk Factors.” These risks represent challenges to the successful implementation of our strategy and the growth of our business. Some of these risks are:

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

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

• Our business is largely based on customers who purchase monthly or annual recruitment packages. Any failure to increase or maintain the number of customers who purchase recruitment packages could adversely impact our revenues.

• We may be adversely affected by cyclicality or an extended downturn in the United States or worldwide economy, or in or related to the industries we serve.

• If we fail to attract qualified professionals to our websites or grow the number of qualified professionals who use our websites our revenues could decline.

• Our history of operations includes periods of operating and net losses, and we may incur operating and net losses in the future. Our significant net losses in periods prior to 2003 and the significant amount of indebtedness incurred by our predecessor led us to declare bankruptcy in early 2003.

• A write-off of all or a part of our goodwill would hurt our operating results and reduce our net worth.

For further discussion of these and other risks you should consider before making an investment in our common stock, see the section entitled “Risk Factors” beginning on page 16.

Recent Developments

eFinancialGroup Acquisition

On October 31, 2006, we acquired all of the outstanding capital stock of eFinancialGroup Limited, or “eFinancialGroup.” eFinancialGroup operated the career websites eFinancialCareers.com, which targets global

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capital markets and financial services professionals and employers, and JobsintheMoney.com, which targets the financial and accounting job market in the United States, and a financial publishing business, eFinancialNews. As consideration for the acquisition, we paid the stockholders of eFinancialGroup, which we refer to as the “eFG Stockholders,” £56.5 million (or approximately $106.3 million at the exchange rate in effect on October 31, 2006) in cash and issued 7,872 shares of our Series A convertible preferred stock valued at $25.2 million. Immediately after the acquisition, we sold eFinancialNews back to a group of eFinancialGroup’s former stockholders for £22.0 million (or approximately $41.6 million in cash at the exchange rate in effect on October 31, 2006). We refer to the acquisition of eFinancialGroup and the disposition of eFinancialNews as the “eFinancialGroup Acquisition.”

Amended and Restated Credit Facility

On March 21, 2007, we entered into an amended and restated credit facility, or the “Amended and Restated Credit Facility,” that refinanced and extended the maturity of our outstanding indebtedness under our prior credit facility, increased our borrowing capacity and amended certain of the restrictive covenants to provide us greater financial and operating flexibility. Our Amended and Restated Credit Facility provides for a $125 million term loan and a $75 million revolving facility, each with a five year maturity. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Amended and Restated Credit Facility.” As of March 31, 2007, we had borrowings of $191.0 million outstanding under our Amended and Restated Credit Facility.

Dividends

On October 27, 2006, we paid a cash dividend of approximately $11.2 million in the aggregate, or $100 per share, to holders of our Series A convertible preferred stock. On March 23, 2007, we used a portion of the proceeds from the Amended and Restated Credit Facility to pay a dividend of approximately $107.9 million in the aggregate, or $900.11 per share, to holders of our common stock and Series A convertible preferred stock and to make a payment of $4.6 million in the aggregate, or $900.11 per vested option, to holders of vested stock options in lieu of a dividend. We refer to this dividend as the “2007 Dividend.” See “Dividend Policy.” We paid these dividends despite having net losses on a pro forma basis for the fiscal year ended December 31, 2006 in order to provide our stockholders with a return on their investment as a result of our improved operating results. In this prospectus, we refer to the borrowings under our Amended and Restated Credit Facility and the 2007 Dividend as the “2007 Financing.” We intend to use the proceeds to us from this offering to pay down amounts outstanding under the Amended and Restated Credit Facility and for working capital and general corporate purposes. See “Use of Proceeds.”

The stockholders and optionholders who received these dividends and distributions included, among others, certain of our directors and executive officers. For further information, see “Certain Relationships and Related Party Transactions—Dividends.”

Discontinued Operations

On March 30, 2007, we ceased all significant business activities of our subsidiary MeasureUp. We decided to abandon the MeasureUp business after assessing the long-term economic viability of MeasureUp in light of its projected operating losses and the lack of an operational or strategic fit with our core business, and after unsuccessfully attempting to sell the business. We reflect the results of operations for MeasureUp as discontinued operations for all periods presented in this prospectus.

Conversion and Stock Split

Prior to this offering, we had common stock and Series A convertible preferred stock outstanding. In accordance with the terms of the certificate of designation for our Series A convertible preferred stock, the

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holders of 66 ²/3% of all outstanding Series A convertible preferred stock have the right at any time to require that all the outstanding shares of Series A convertible preferred stock be converted into an equal number of shares of our common stock. Prior to the consummation of this offering, our principal stockholders, which consist of certain affiliates of General Atlantic LLC and certain affiliates of Quadrangle Group LLC and who in the aggregate own more than 66 ²/3% of our outstanding Series A convertible preferred stock, will require that all of the outstanding shares of Series A convertible preferred stock be converted into an equal number of shares of our common stock. As a result, after this offering, we will only have common stock outstanding. We refer to this conversion of the Series A convertible preferred stock into common stock as the “Conversion.” Prior to the consummation of this offering, we will also increase our total authorized number of shares of capital stock, make certain changes to our charter documents and effect a              to              stock split, which we refer to as the “Stock Split.” Unless otherwise noted, all information in this prospectus gives effect to the Conversion and the Stock Split. See “Certain Relationships and Related Transactions—Conversion and Stock Split.”

We refer to our General Atlantic, LLC investment fund stockholders as the “General Atlantic Stockholders” and to our Quadrangle Group LLC investment fund stockholders as the “Quadrangle Stockholders.” We refer to the General Atlantic Stockholders and the Quadrangle Stockholders collectively as the “Principal Stockholders.”

Corporate History and Information

We were incorporated in Delaware on June 28, 2005, but through our predecessors have been in the technology recruiting and career development business since 1991. On February 14, 2003, our predecessor, Dice Inc., filed a voluntary petition for bankruptcy under Chapter 11 of the United States Bankruptcy Code. At that time, Dice Inc. was a publicly held company and its common stock was traded on the Nasdaq National Market until it was de-listed. Dice Inc.’s plan of reorganization became effective on June 30, 2003 and Dice Inc. emerged from bankruptcy as a privately-held company.

On August 31, 2005, the Principal Stockholders acquired all of our outstanding equity in connection with our acquisition of Dice Inc. from its stockholders, which we refer to as the “2005 Acquisition.” Currently, the Principal Stockholders beneficially own in the aggregate approximately 92% of the outstanding shares of our Series A convertible preferred stock and all of our outstanding common stock. Upon completion of this offering, the Principal Stockholders will beneficially own approximately              shares of our common stock or         % (             shares of our common stock, or         %, if the underwriters exercise their over-allotment option in full).

Together, our Principal Stockholders will continue to control more than 50% of the voting power of our common stock upon completion of this offering. As a result, we will be considered a “controlled company” for the purposes of the New York Stock Exchange (“NYSE”) listing requirements and therefore we will be permitted to, and we intend to, opt out of the NYSE listing requirements that would otherwise require our board of directors to have a majority of independent directors and our Compensation and Nominating and Governance Committees to be comprised entirely of independent directors. See “Management—Corporate Governance—Controlled Company.”

Our corporate headquarters is located at 3 Park Avenue, New York, NY 10016, and our telephone number is (212) 725-6550. Our website is http://about.dice.com. Information contained on our website does not constitute a part of this prospectus.

Our Principal Stockholders

General Atlantic LLC, or “General Atlantic,” is a leading global private equity firm providing capital for innovative companies where information technology or intellectual property is a key driver of growth. The firm was founded in 1980 and has approximately $12 billion in capital under management. General Atlantic has invested in over 160 companies, including us. General Atlantic has offices in Greenwich, New York, Palo Alto, London, Düsseldorf, Mumbai and Hong Kong.

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Quadrangle Group LLC, or “Quadrangle,” is a private investment firm with over $5 billion in assets under management. Quadrangle invests in media and communications companies through separate private and public investment strategies and in debt securities across all industries through a debt investment program. Quadrangle Capital Partners, its private equity business, invests in media and communications companies in partnership with superior management and where it believes its experience, relationships and capital can create long-term value. Quadrangle has offices in New York and London.

The selling stockholders in this offering include, among others, the Principal Stockholders and certain of our executive officers. For further information, see “Principal and Selling Stockholders.”

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The Offering

Common stock outstanding before this offering              shares.

Common stock offered by us              shares.

Common stock offered by the selling stockholders              shares.

Common stock to be outstanding immediately after this offering              shares.

Use of proceeds We expect to use the net proceeds from this offering to repay a portion of the outstanding indebtedness under our Amended and Restated Credit Facility and for working capital and general corporate purposes.

We will not receive any proceeds from the sale of our common stock by the selling stockholders.

See “Use of Proceeds.”

NYSE symbol “DHX.”

Risk Factors You should read the “Risk Factors” section of this prospectus for a discussion of factors that you should consider carefully before deciding to invest in shares of our common stock.

The number of shares of our common stock outstanding after this offering excludes                      options to purchase shares of common stock that are currently outstanding under the Dice Holdings, Inc. 2005 Omnibus Stock Plan (the “2005 Stock Plan”) and the Dice Holdings, Inc. 2007 Equity Award Plan (the “2007 Equity Plan”). See “Executive Compensation—Incentive Plans.” Unless we indicate otherwise, all information in this prospectus assumes that the underwriters do not exercise their option to purchase up to                      shares of our common stock to cover over-allotments.

Unless we indicate otherwise, all information in this prospectus assumes an initial public offering price of $         per share, the midpoint of the estimated public offering price range set forth on the cover page of this prospectus.

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Summary Historical and Pro Forma Combined Consolidated Financial and Other Data

The information set forth below should be read in conjunction with “Capitalization,” “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Financial Information” and our consolidated financial statements and related notes included elsewhere in this prospectus.

The consolidated statements of operations data for the year ended December 31, 2004 and eight months ended August 31, 2005 have been derived from the audited consolidated financial statements and related notes of Dice Inc. (“Predecessor”), which are included elsewhere in this prospectus. The consolidated statements of operations data for the four months ended December 31, 2005 and the year ended December 31, 2006 and the consolidated balance sheet data as of December 31, 2006 have been derived from the audited consolidated financial statements and related notes of Dice Holdings, Inc. (“Successor”), which are included elsewhere in this prospectus.

The consolidated statements of operations data for the three month periods ended March 31, 2006 and 2007 and the balance sheet data as of March 31, 2007 have been derived from our unaudited consolidated financial statements that are included elsewhere in this prospectus and have been prepared on the same basis as our audited financial statements. In the opinion of management, our unaudited consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the information. Our results of operations for the three month period ended March 31, 2007 are not necessarily indicative of the results that can be expected for the full year or any future period.

The following table also presents summary pro forma combined consolidated statements of operations data for the fiscal year ended December 31, 2006 and for the three month period ended March 31, 2007, that gives effect to the (i) eFinancialGroup Acquisition and the disposition of eFinancialNews in the 2006 period, (ii) the 2007 Dividend, (iii) additional borrowings under our Amended and Restated Credit Facility in order to pay the 2007 Dividend, (iv) the Stock Split, (v) the Conversion and (vi) this offering and the estimated use of proceeds from this offering, as if they had occurred at January 1, 2006 and summary pro forma combined consolidated balance sheet data as of March 31, 2007 that gives effect to the Stock Split, the Conversion, this offering and the estimated use of proceeds from this offering, as if they had occurred on March 31, 2007. Such data has been derived from our unaudited pro forma financial information included elsewhere in this prospectus.

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The financial data includes the impact of various acquisitions from the date of acquisition.

	(Predecessor) Dice Inc. Reorganized(1)						(Successor) Dice Holdings, Inc.(1)
	Year Ended December 31, 2004(2)			Period from January 1, 2005 – August 31, 2005(3)			Period from September 1, 2005 – December 31, 2005			Year Ended December 31, 2006(4)			Pro Forma Year Ended December 31, 2006		Three Months Ended March 31, 2006			Three Months Ended March 31, 2007			Pro Forma Three Months Ended March 31, 2007
	(in thousands except share and per share data)
Consolidated Statements of Operations Data:
Revenues	$	32,232		$	33,876		$	17,002		$	83,658		$	101,674	$	16,077		$	30,540		$	30,540
Operating expenses:
Cost of revenues		2,392			2,398			1,181			4,824			5,847		1,110			1,897			1,897
Product development		1,557			1,048			597			2,358			3,631		434			980			980
Sales and marketing		15,002			13,853			8,105			34,488			42,608		7,128			13,601			13,601
General and administrative		6,246			4,710			3,152			10,467			17,767		2,058			4,024			4,024
Depreciation		2,030			990			380			1,830			1,853		335			651			651
Amortization		1,378			1,248			4,168			13,092			19,509		3,026			5,228			5,228
Total operating expenses		28,605			24,247			17,583			67,059			91,215		14,091			26,381			26,381
Operating income		3,627			9,629			(581	)		16,599			10,459		1,986			4,159			4,159
Interest expense		(44	)		(15	)		(2,019	)		(4,745	)				(1,331	)		(2,347	)
Interest income		237			474			44			191					27			77
Other income (expense)		(17	)		(160	)		—			—					—			—

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		(Predecessor) Dice Inc. Reorganized(1)						(Successor) Dice Holdings, Inc.(1)
	Year Ended December 31, 2004(2)			Period from January 1, 2005 – August 31, 2005(3)			Period from September 1, 2005 – December 31, 2005			Year Ended December 31, 2006(4)			Pro Forma Year Ended December 31, 2006	Three Months Ended March 31, 2006			Three Months Ended March 31, 2007			Pro Forma Three Months Ended     March 31,     2007
	(in thousands except share and per share data)
Income from continuing operations before income taxes and minority interest		3,803			9,928			(2,556	)		12,045				682			1,889
Income tax expense		2,162			4,155			(939	)		4,642				262			(1,070	)
Minority interest in net loss of subsidiary		—			224			88			296				53			—
Income from continuing operations		1,641			5,997			(1,529	)		7,699				473			2,959
Discontinued operations:
Income (loss) from discontinued operations		267			(221	)		(304	)		(1,462	)			(232	)		(537	)
Income tax benefit (expense) from discontinued operations		(106	)		89			111			541				88			5,455
Income (loss) from discontinued operations, net of tax		161			(132	)		(193	)		(921	)			(144	)		4,918
Net income (loss)		1,802			5,865			(1,722	)		6,778				329			7,877
Dividends		—			—			—			(11,180	)			—			(107,718	)
Income (loss) to common stockholders	$	1,802		$	5,865		$	(1,722	)	$	(4,402	)	$	$	329		$	(99,841	)	$

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	(Predecessor) Dice Inc. Reorganized(1)						(Successor) Dice Holdings, Inc.(1)
	Year Ended December 31, 2004(2)			Period from January 1, 2005 – August 31, 2005(3)			Period from September 1, 2005 – December 31, 2005			Year Ended December 31, 2006(4)			Pro Forma Year Ended December 31, 2006	Three Months Ended March 31, 2006		Three Months Ended March 31, 2007			Pro Forma Three Months Ended March 31, 2007
	(in thousands except share and per share data)
Basic earnings (loss) per share:
From continuing operations	$	82.08		$	299.95		$	(7,645	)	$	(17,405	)		$2,365		$	(523,795	)
From discontinued operations		8.05			(6.60	)		(965	)		(4,605	)		(720)			24,590
	$	90.13		$	293.35		$	(8,610	)	$	(22,010	)		$1,645			$(499,205	)
Diluted earnings (loss) per share:
From continuing operations	$	77.27		$	268.88		$	(7,645	)	$	(17,405	)		$  4.22		$	(523,795	)
From discontinued operations		7.58			(5.90	)		(965	)		(4,605	)		(1.28	)		24,590
	$	84.85		$	262.98		$	(8,610	)	$	(22,010	)		$  2.94		$	(499,205	)
Weighted average shares outstanding:
Basic		19,993			19,993			200			200			200			200
Diluted		21,238			22,362			200			200			112,000			200
Pro forma net income per share(6):
Basic
Diluted
Pro forma weighted average shares outstanding(6)
Basic
Diluted
Other Financial Data:
Net cash provided by operating activities	$	14,017		$	16,542		$	7,488		$	39,184			$9,571		$	14,594
Depreciation and amortization		3,408			2,238			4,548			14,922			3,361			5,879
Capital expenditures		1,046			2,076			582			2,694			793			631
Net cash provided by (used for) investing activities		(9,597	)		5,132			(164,764	)		(66,441	)		(927	)		(646	)
Net cash provided by (used in) financing activities		(411	)		(61	)		160,381			27,964			(9,000	)		(12,739	)
Deferred revenue(7)		10,358			15,592			16,983			34,520			N/A			42,297
Adjusted EBITDA(8)(9)		7,583			11,996			7,998			36,548			6,786			11,370

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	At March 31, 2007		Pro Forma at March 31, 2007
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	7,370
Goodwill and intangible assets, net		254,278
Total assets		303,222
Deferred revenue(7)		42,297
Long-term debt, including current portion		191,000
Total stockholders’ equity		30,320

(1) On February 14, 2003, our Predecessor, Dice Inc., filed a voluntary petition for bankruptcy under Chapter 11 of Title 11 of the United States Bankruptcy Code. Its Joint Plan of Reorganization became effective on June 30, 2003. The periods presented prior to September 1, 2005 have been designated “reorganized,” and reflect our Predecessor’s accounts after the effectiveness of its Joint Plan of Reorganization under Chapter 11 of Title 11 of the United States Bankruptcy Code. The periods on or after September 1, 2005 reflect our accounts after the 2005 Acquisition. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Company” for additional information.

(2) Reflects the acquisition of ClearanceJobs in September 2004.

(3) Reflects the acquisition of Targeted Job Fairs in January 2005.

(4) Reflects the eFinancialGroup Acquisition on October 31, 2006.

(5) Basic and diluted net income (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted-average number of shares outstanding for the period.

(6) Unaudited pro forma net income (loss) per share and pro forma weighted average shares outstanding reflects the Conversion and the Stock Split, which will occur immediately prior to the closing of this offering. See “Certain Relationships and Related Transactions—Conversion and Stock Split.”

(7) Deferred revenue is a key metric of our business as it indicates a level of sales already made that will be recognized as revenue in the future. Deferred revenue reflects our increased ability to sign customers to long-term contracts. We recorded deferred revenue of $16.1 million on our consolidated balance sheet, as of August 31, 2005, prior to purchase accounting adjustments related to the 2005 Acquisition. As required by generally accepted accounting principles in the United States, or “U.S. GAAP,” in determining the fair value of the liabilities assumed under purchase accounting, the acquired deferred revenue is to be recorded at fair value to the extent it represents an assumed legal obligation. We estimated our obligation related to deferred revenue as a result of the 2005 Acquisition using the cost build-up approach which determines fair value by estimating the costs related to fulfilling the obligation plus a normal profit margin. The estimated costs to fulfill our deferred revenue obligation in connection with the 2005 Acquisition were based on our expected future costs to fulfill our obligation to our customers. As a result, we recorded an adjustment to reduce the carrying value of deferred revenue by $6.0 million, to $10.1 million. The reduction negatively impacted revenues by $3.6 million and $2.1 million for the periods ended December 31, 2005 and 2006, respectively. Similarly, we recorded deferred revenue for eFinancialGroup at the date of the acquisition of $3.6 million, prior to purchase accounting adjustments. We estimated our obligation related to deferred revenue based on future costs to fulfill our obligation to our customers. As a result, we recorded an adjustment to reduce the carrying value of deferred revenue for eFinancialGroup by $2.4 million, to $1.2 million. The reduction negatively impacted revenues by $918,000 and $758,000 during the year ended December 31, 2006 and three months ended March 31, 2007, respectively.

(8) Adjusted EBITDA is a metric used by management to measure our liquidity. Adjusted EBITDA, as defined in our Amended and Restated Credit Facility, is net income (loss) before interest expense, interest income, income tax expense, depreciation and amortization further adjusted to eliminate non-cash stock compensation expense and extraordinary or nonrecurring non-cash charges or expenses, and to add back the deferred revenue written off in connection with the 2005 Acquisition and the eFinancialGroup Acquisition purchase accounting adjustments. Adjusted EBITDA provides investors information related to our ability to

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provide cash flows to meet future debt service, capital expenditures and working capital requirements and fund future growth.

We present Adjusted EBITDA as a supplemental liquidity measure because we believe that it provides our management, board of directors and investors with additional information to measure our liquidity by excluding potential differences caused by variations in capital structures (affecting interest expense) and tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses), and to estimate our value.

Adjusted EBITDA is also presented because covenants in our Amended and Restated Credit Facility contain ratios based on this measure. Our Amended and Restated Credit Facility is material to us because it is one of our primary sources of liquidity. If our Adjusted EBITDA were to decline below certain levels, covenants in our Amended and Restated Credit Facility that are based on Adjusted EBITDA may be violated and could cause, among other things, an inability to incur further indebtedness under the Amended and Restated Credit Facility and in certain circumstances a default or mandatory prepayment under our Amended and Restated Credit Facility. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Adjusted EBITDA,” for additional information on the covenants in our Amended and Restated Credit Facility.

We also use Adjusted EBITDA for internal monitoring and planning, including preparation of annual budgets and analyzing investment decisions, to analyze our performance and to calculate amounts of performance based compensation under the senior management incentive bonus program.

Adjusted EBITDA is not a measurement of our liquidity under U.S. GAAP and should not be considered as an alternative to cash flow from operating activities as a measure of our liquidity.

We understand that although Adjusted EBITDA is frequently used by securities analysts, lenders and others in their evaluation of companies, Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our liquidity or results as reported under U.S. GAAP. Some of these limitations are:

• Adjusted EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

• Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

• Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments on our debt;

• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and

• Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

To compensate for these limitations, management evaluates our liquidity by considering the economic effect of the excluded expense items independently as well as in connection with its analysis of cash flows from operations and through the use of other financial measures, such as capital expenditure budget variances, investment spending levels and return on capital analysis.

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(9) The following table reconciles Adjusted EBITDA, as defined in our Amended and Restated Credit Facility, to cash flows from operating activities for the periods presented:

	(Predecessor) Dice Inc. Reorganized						(Successor) Dice Holdings, Inc.
	Year Ended December 31, 2004			Period from January 1, 2005 - August 31, 2005			Period from September 1, 2005 - December 31, 2005			Year Ended December 31, 2006			Pro Forma Year Ended December 31, 2006	Three Months Ended March 31, 2006			Three Months Ended March 31, 2007
Reconciliation of Net Cash Provided By Operating Activities to Adjusted EBITDA:
Net cash provided by operating activities of continuing operations	$	14,017		$	16,542		$	7,488		$	39,184			$	9,571		$	14,594
Adjustments:
Interest expense		44			15			2,019			4,745				1,331			2,347
Interest income		(237	)		(474	)		(44	)		(191	)			(27	)		(77	)
Income tax expense		2,162			4,155			(939	)		4,642				262			(1,070	)
Deferred income taxes		(2,167	)		(3,873	)		939			(3,127	)			(74	)		7,386
Change in accounts receivable		1,482			824			1,374			4,748				51			(1,062	)
Change in deferred revenue		(5,045	)		(5,456	)		(6,884	)		(16,269	)			(6,665	)		(7,752	)
Changes in working capital		(2,707	)		272			98			(1,369	)			1,044			1,164
Adjustments for discontinued operations		34			(9	)		303			1,216				91			(4,918	)
Deferred revenue adjustment		—			—			3,644			2,969				1,202			758
Adjusted EBITDA	$	7,583		$	11,996		$	7,998		$	36,548		$	$	6,786		$	11,370

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RISK FACTORS

Investing in our common stock involves substantial risks. In addition to the other information in this prospectus, you should carefully consider the following factors before investing in our common stock. Any of the risk factors we describe below could adversely affect our business, results of operations, financial condition and liquidity. The market price of our common stock could decline if one or more of these risks and uncertainties develop into actual events, causing you to lose all or part of the money you paid to buy our shares. Certain statements in “Risk Factors” are forward-looking statements. See “Forward-Looking Statements.”

Risks Related to Our Business

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

The market for career services is highly competitive and barriers to entry in the market are relatively low. For example, there are approximately 40,000 job boards currently operating on the Internet, and new competitors may emerge. We do not own any patented technology that would preclude or inhibit competitors from entering the recruiting and career development services market.

We compete with other companies that direct all or portions of their websites toward certain segments or sub-segments of the industries we serve. We compete with generalist job boards, some of which have substantially greater resources and brand recognition than we do, such as Monster.com, Hotjobs.com (owned by Yahoo!), and CareerBuilder (owned by Gannett, Tribune and McClatchy), which, unlike specialist job boards, permit customers to enter into a single contract to find professionals across multiple occupational categories and attempt to fill all their hiring needs through a single website, as well as job boards focused specifically on the industries we service, such as ComputerJobs.com, JustTechJobs.com and CareerBank.com. We also compete with newspaper and magazine publishers, national and regional advertising agencies, executive search firms and search and selection firms that carry classified advertising, many of whom have developed, begun developing or acquired new media capabilities such as recruitment websites, or have recently partnered with generalist job boards. In addition, we face competition from new and emerging competitors, such as aggregators of classified advertising, including SimplyHired, Indeed and Google; Craigslist; and social networking sites, such as LinkedIn. Many of our customers also seek to hire candidates directly.

Existing or future competitors may develop or offer services that are comparable or superior to ours at a lower price, which could cause our customers to stop using our services or put pressure on us to decrease our prices. If our current or potential customers, or the qualified professionals who use our websites, choose to use these websites rather than ours, demand for our services could decline and our revenues could be reduced. Additionally, job listings and resume posting in the career services industry are not marketed exclusively through any single channel, and accordingly, our competition could aggregate a set of listings similar to ours. Our inability to compete successfully against present or future competitors could materially adversely affect our business, results of operations, financial condition and liquidity.

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

We believe that establishing and maintaining the identity of our brands, such as Dice and eFinancialCareers, is critical in attracting and maintaining the number of professionals and customers using our services, and that the importance of brand recognition will increase due to the growing number of Internet services similar to ours. Promotion and enhancement of our brands will depend largely on our success in continuing to provide high quality recruiting and career development services. If users do not perceive our existing career and recruiting services to be of high quality, or if we introduce new services or enter into new business ventures that are not

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favorably received by users, the uniqueness of our brands could be diminished and accordingly the attractiveness of our websites to professionals and customers 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 cannot provide high quality career services, fail to protect, promote and maintain our brands or incur excessive expenses in an attempt to improve our career services or promote or maintain our brands, our business, results of operations, financial condition and liquidity could be materially adversely affected.

Our business is largely based on customers who purchase monthly or annual recruitment packages. Any failure to increase or maintain the number of customers who purchase recruitment packages could adversely impact our revenues.

Our customers typically include recruiters, staffing firms, consulting firms and direct hiring companies. Customers can choose to purchase recruitment packages, classified postings or advertisements. Most of our revenues are generated by the fees we earn from our customers who purchase monthly or long-term recruitment packages. Our growth depends on our ability to retain our existing monthly and annual recruitment package customers and to increase the number of customers who purchase recruitment packages. Any of our customers may decide not to continue to use our services in favor of alternate services or because of budgetary constraints or other reasons. We cannot assure you that we will be successful in continuing to attract new customers or retaining existing customers or that our future sales efforts in general will be effective. If our existing customers choose not to use our services, decrease their use of our services, or change from being recruitment package customers to purchasing individual classified postings, our services, job listings and resumes posted on our websites could be reduced, search activity on our websites could decline, the usefulness of our services to customers could be diminished, and we could experience declining revenues and/or incur significant expenses.

We may be adversely affected by cyclicality or an extended downturn in the United States or worldwide economy, or in or related to the industries we serve.

Our revenues are generated primarily from servicing customers seeking to hire qualified professionals in the technology and finance sectors. Demand for these professionals, and professionals in the other vertical industries we serve, tends to be tied to economic cycles. For example, during the recession in 2001, employers reduced or postponed their recruiting efforts, including their recruiting of professionals in certain of the vertical industries we serve, such as technology. The 2001 economic recession, coupled with the substantial indebtedness incurred by our predecessor, Dice Inc., resulted in Dice Inc. filing for Chapter 11 protection in 2003. As of April 2007, the seasonally unadjusted unemployment rate was 1.4% for computer-related occupations, 2.4% in the finance sector and 4.3% overall. However, it is expected that the unemployment rate in 2007 will increase. Additionally, the labor market and certain of the industries we serve have historically experienced short term cyclicality. Increases in the unemployment rate, specifically in the technology, finance and other vertical industries we serve, cyclicality or an extended downturn in the economy could cause our revenues to decline.

It is difficult to estimate the total number of passive or active job seekers or available jobs in the United States or abroad during any given period. If there is a labor shortage, qualified professionals may be less likely to seek our services, which could cause our customers to look elsewhere for attractive employees. Such labor shortages would require us to intensify our marketing efforts towards professionals so that professionals who post their resumes on our websites remain relevant to our customers, which would increase our expenses. Alternatively, if there is a shortage of available jobs, the number of job postings on our websites could decrease, causing our revenues to decline. Any economic downturn or recession in the United States or abroad for an extended period of time could have a material adverse effect on our business, financial condition, results of operations and liquidity.

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If we fail to attract qualified professionals to our websites or grow the number of qualified professionals who use our websites, our revenues could decline.

The value of our websites to our customers is dependent on our ability to continuously attract professionals with the experience, education and skill set our customers seek. For example, the professionals who post their resumes on Dice.com are highly educated, with, as of March 2007, approximately 70% having a bachelor’s degree or higher. Our online surveys indicate that 75% of professionals who use Dice.com have more than five years of experience, almost half have more than 10 years of experience and most are currently employed. To grow our businesses, we must continue to convince qualified professionals that our services will assist them in finding employment, so that customers will choose to use our services to find employees. We do not know the extent to which we have penetrated the market of qualified professionals in the industries we serve or the extent to which we will be able to grow the number of qualified professionals who use our websites. If we are unable to increase the number of professionals using our websites, or if the professionals who use our websites are viewed as unattractive by our customers, our customers could seek to list jobs and search for candidates elsewhere, which could cause our revenues to decline.

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

We derive almost all of our revenues from the purchase of recruitment products and services and employment advertising offered on our websites. As a result, our operations depend on our ability to maintain and protect our computer systems, most of which are located in redundant and independent systems in Urbandale, Iowa. Any system failure, including network, software or hardware failure that causes interruption or an increase in response time of our services, could substantially decrease usage of our services and could reduce the attractiveness of our services to both our customers and professionals. An increase in the volume of queries conducted through our 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 websites for extended periods of time, thereby decreasing usage and attractiveness of our services.

Our operations are dependent in part on 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.

Although we maintain insurance against fires, floods and general business interruptions, the amount of coverage may not be adequate in any particular case. Furthermore, the occurrence of any of these events could result in interruptions, delays or cessations in service to users of our services, which could materially impair or prohibit our ability to provide our services and significantly impact our business.

Additionally, 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. “Hacking” involves efforts to gain unauthorized access to information or systems or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment. Although we have not experienced any security breaches to date and we maintain a firewall, computer hackers, if successful, could penetrate our network security and misappropriate proprietary or personal information or cause

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disruptions in our services. We might be required to expend significant capital and resources to protect against, or alleviate, problems caused by hackers. We may also not have a timely remedy against a hacker who is able to penetrate our network security.

Our networks could also be affected by computer viruses or other similar disruptive problems and we could inadvertently transmit viruses across our networks to our users or other third parties. Any of these occurrences could harm our business or give rise to a cause of action against us. Our general business interruption insurance policies have limitations with respect to covering interruptions caused by computer viruses or hackers. We have not added specific insurance coverage to protect against these risks.

Our activities and the activities of third party contractors involve the storage, use and transmission of proprietary and personal information, including personal information collected from professionals who use our websites. Accordingly, security breaches could expose us to a risk of loss or litigation and possibly liabilities. We cannot assure you that contractual provisions attempting to limit our liability in these areas will be successful or enforceable, or that other parties will accept such contractual provisions as part of our agreements.

Any security breaches or our inability to provide users with continuous access to our networks could materially impact our ability to provide our services as well as materially impact the confidence of our customers in our services, either of which could have a material adverse effect on our business.

We may be liable with respect to the collection, storage and use of professionals’ 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, store, use and disclose personal data from the professionals who use our websites. Our policies concerning the collection, use and disclosure of personally identifiable information are described on our websites. 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 lawsuits or investigations for violations of law. Moreover, our current practices regarding the collection, storage 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 and foreign 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, storage and use of user information. Our failure to comply with laws and regulations could also lead to adverse publicity and a loss of consumer confidence if it were known that we did not take adequate measures to assure the confidentiality of the personally identifiable information that our users had given to us. This could result in a loss of customers and revenue and materially impact the success of our business.

Concern among prospective customers and professionals regarding our use of personal information collected on our websites, such as credit card numbers, email addresses, phone numbers and other personal information, could keep prospective customers from using our career services websites. Internet-wide incidents or incidents with respect to our websites, including misappropriation of our users’ personal information, penetration of our network security, or changes in industry standards, regulations or laws could deter people from using the Internet or our websites to conduct transactions that involve confidential information, which could have a material adverse impact on our business.

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

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disclosure of personal data that meet the EU’s standard for adequacy. 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 must adapt our business model to keep pace with rapid changes in the recruiting and career services business, including rapidly changing technologies and the development of new products and services.

Providing recruiting and career development 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 developments. The adoption of recruiting and job seeking, particularly among those who have historically relied on traditional recruiting methods, requires acceptance of a new way of conducting business, exchanging information and applying for jobs. The number of customers and professionals utilizing our services has increased over at least the past three years. However, online recruiting may not continue to gain market acceptance at its current rate. If we are unable to adapt our business model to keep pace with changes in the recruiting business, or if we are unable to convince those who use traditional recruiting methods to use our online recruiting services, our business, results of operations, financial condition and liquidity could be materially adversely affected.

Our success is also dependent on our ability to adapt to rapidly changing technology and to develop new products and services. Accordingly, to maintain our competitive position and our revenue base, we must continually modernize and improve the features, reliability and functionality of our service offerings and related products in response to our competitors. Future technological advances in the career services industry may result in the availability of new recruiting and career development offerings or increase in the efficiency of our existing offerings. Many of our competitors 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. We may not be able to adapt to such technological changes or offer new products on a timely basis or establish or maintain competitive positions. 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, financial condition and liquidity could be materially and adversely affected.

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

As of March 31, 2007, we had $191.0 million of outstanding indebtedness under our Amended and Restated Credit Facility and we had the ability to borrow an additional $9.0 million. As of March 31, 2007, after giving effect to this offering and the estimated use of proceeds from this offering, we would have had $     million of indebtedness outstanding and the ability to borrow an additional $             million. We used a portion of the proceeds from the Amended and Restated Credit Facility to pay a dividend of approximately $107.9 million in the aggregate, or $900.11 per share, to holders of our common stock and Series A convertible preferred stock and to make a payment of $4.6 million in the aggregate, or $900.11 per vested option, to holders of vested stock options in lieu of a dividend on March 23, 2007. 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 do any of this on a timely basis or on terms satisfactory to us or at all.

Our substantial amount of 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 the industries in which we operate;

• make future acquisitions or pursue other business opportunities; and

• react in an extended economic downturn.

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If we are unable to generate sufficient cash flow from operations to service our debt, further refinance our debt or raise funds through asset sales, sales of equity or otherwise, then our ability to pay principal and interest on our outstanding indebtedness would also be impaired. Assuming an annual interest rate of 8.85% (the rate in effect on March 31, 2007) and borrowings of $125.0 million, our debt service costs for the remainder of 2007 under the term loan portion of our Amended and Restated Credit Facility would be $8.3 million, and we expect our annual debt service cost for each year thereafter through 2011 to be approximately $11.0 million, with annual debt service costs of $8.1 million in 2012. We estimate our annual debt service costs with respect to the revolving portion of our Amended and Restated Credit Facility will be $6.1 million, assuming an annual interest rate of 8.85% (the rate in effect on March 31, 2007) and borrowings of $69.0 million, which was the amount outstanding under the revolving credit facility as of March 31, 2007. Because borrowings under our Amended and Restated Credit Facility bear interest at a variable rate, our interest expense could increase, exacerbating these risks. For instance, assuming a principal balance of $191.0 million outstanding under our Amended and Restated Credit Facility, which was the amount outstanding as of March 31, 2007, a 1% increase in our variable rate debt would have increased our annual interest expense by $1.9 million.

Additionally, as a holding company, we are dependent on our subsidiaries for our cash flow. If our subsidiaries are unable to distribute cash to us for any reason, including due to restrictions in our Amended and Restated Credit Facility, we would not be able to satisfy our obligations under our credit agreement.

The terms of our Amended and Restated Credit Facility may restrict our current and future operations, which would adversely affect our ability to respond to changes in our business and to manage our operations.

Our Amended and Restated Credit Facility contains, and any future indebtedness of ours would likely contain, a number of restrictive covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to, among other things:

• incur additional debt;

• pay dividends and make other restricted payments;

• create liens;

• make investments and acquisitions;

• engage in sales of assets and subsidiary stock;

• enter into sale-leaseback transactions;

• enter into transactions with affiliates;

• transfer all or substantially all of our assets or enter into merger or consolidation transactions;

• hedge currency and interest rate risk; and

• make capital expenditures.

Our Amended and Restated Credit Facility also requires us to maintain certain financial ratios. A failure by us to comply with the covenants or financial ratios contained in our Amended and Restated Credit Facility could result in an event of default under the facility which could adversely affect our ability to respond to changes in our business and manage our operations. In the event of any default under our Amended and Restated Credit Facility, the lenders under our Amended and Restated Credit Facility will not be required to lend any additional amounts to us. Our lenders also could elect to declare all amounts outstanding to be due and payable and require us to apply all of our available cash to repay these amounts. If the indebtedness under our Amended and Restated Credit Facility were to be accelerated, there can be no assurance that our assets would be sufficient to repay this indebtedness in full.

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Our history of operations includes periods of operating and net losses, and we may incur operating and net losses in the future. Our significant net losses in periods prior to 2003 and the significant amount of indebtedness incurred by our predecessor led us to declare bankruptcy in early 2003.

We experienced operating and net losses of approximately $885,000 and $1.7 million, respectively, in the four month period ending December 31, 2005, due primarily to the negative impact of the deferred revenue adjustment we made at the time of the 2005 Acquisition and the increased amortization expense and interest expense incurred as a result of the 2005 Acquisition. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Results of Operations.” Additionally, on a pro forma basis, we experienced a net loss of $200,000 for the year ended December 31, 2006. If we continue to suffer operating and net losses the trading price of our common stock may decline significantly.

In addition, we had net losses of $11.2 million in 2002, primarily as a result of a decline in demand for the products and services Dice offered stemming from the severe and extended downturn in the general labor market and more specifically the technology labor market that began in 2001, and also due to the significant amount of indebtedness Dice’s predecessor had incurred. As a result on February 14, 2003, Dice Inc. filed a voluntary petition for bankruptcy under Chapter 11 of the United States Bankruptcy Code (the “Joint Plan of Reorganization”). The Joint Plan of Reorganization was confirmed by the Bankruptcy Court on June 24, 2003, and became effective as of the close of business on June 30, 2003, at which point Dice emerged from bankruptcy. Although we have managed to achieve an increase in revenues since Dice emerged from bankruptcy, we have also increased our operating expenses significantly, expanded our net sales and marketing operations, made significant acquisitions and have continued to develop and extend our online career services with the expectation that our revenues will grow 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.

If we are not able to successfully identify or integrate future acquisitions, including fully integrating the operations of recently acquired eFinancialGroup, our management’s attention could be diverted, and our efforts to integrate future acquisitions could consume significant resources.

An important component of our strategy is to expand the geographic markets and the vertical sectors we serve and diversify the products and services we offer through the acquisition of other complementary businesses and technologies. For example, in October 2006, we consummated the eFinancialGroup Acquisition, and, as a result, we are in the process of integrating eFinancialCareers.com and JobsintheMoney.com, each an online career website targeting capital markets and financial services professionals and accounting and finance professionals, respectively. We have also expanded our global reach through our joint venture in India with CyberMedia Limited, which created the largest targeted vertical career website for technology professionals in India. Our further growth may depend in part on our ability to identify additional suitable acquisition candidates and acquire them on terms that are beneficial to us. We may not be able to identify suitable acquisition candidates or acquire them on favorable terms or at all. In addition, the anticipated results or operational benefits of the eFinancialGroup Acquisition or any other businesses we acquire may not be realized and we may not be successful in integrating eFinancialCareers.com and JobsintheMoney.com or any other acquired business into our operations. Failure to manage and successfully integrate acquired businesses could harm our business. Even if we are successful in making an acquisition, we may encounter numerous risks, including the following:

• expenses, delays and difficulties in integrating the operations, technologies and products of acquired companies;

• potential disruption of our ongoing operations;

• diversion of management’s attention from normal daily operations of the business;

• inability to maintain key business relationships and the reputations of acquired businesses;

• entry into markets in which we have limited or no prior experience and in which our competitors have stronger market positions;

• dependence on unfamiliar employees, affiliates and partners;

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• the amortization of the acquired company’s intangible assets;

• insufficient revenues to offset increased expenses associated with the acquisition;

• inability to maintain our internal standards, controls, procedures and policies;

• reduction or replacement of the sales of existing services by sales of products and services from acquired business lines;

• potential loss of key employees of the acquired companies;

• difficulties integrating the personnel and cultures of the acquired companies into our operations; and

• responsibility for the potential liabilities of the acquired businesses.

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

Our potential future growth may strain our resources.

As our operations have expanded, we have experienced a rapid growth in our headcount. We grew from 202 employees at December 31, 2005 to 329 employees at April 30, 2007. We expect to continue to increase our headcount in the future. Our rapid growth has demanded and will continue to demand substantial resources and attention from our management, including improving our operational and financial systems and expanding, training, retaining and managing our employee base. If we do not effectively manage our growth and expand, train, retain and manage our employee base, our customer service and responsiveness could suffer and our costs could increase, which could harm our brand, increase our expenses and reduce our profitability.

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

Our success and ability to compete are dependent in part on the strength of our intellectual property rights, the content included on our websites, the goodwill associated with our trademarks, trade names and service marks and on our ability to use U.S. and foreign laws to protect them. Our intellectual property includes, among other things, the content included on our websites, our logos, brands, domain names, the technology that we use to deliver our products and services, the various databases of information that we maintain and make available and the appearance of our websites. We claim common law protection on certain names and marks that we have used in connection with our business activities and the content included on our websites. We also own a number of registered or applied-for trademarks and service marks that we use in connection with our business, including DICE, CLEARANCEJOBS.COM and JOBSINTHEMONEY. Although we generally pursue the registration of material service marks and other material intellectual property we own, where applicable, we have copyrights, trademarks and/or service marks that have not been registered in the United States and/or other jurisdictions, including the EFINANCIALCAREERS mark.

We generally enter into confidentiality agreements with our employees, consultants, vendors and customers to protect our intellectual property rights. We also seek to control access to and distribution of our technology, documentation and other proprietary information as well as proprietary information licensed from third parties. Policing our intellectual property rights worldwide is a difficult task, and we may not be able to identify infringing users. The steps we have taken to protect our proprietary rights may not be adequate, and third parties could infringe, misappropriate or misuse our intellectual property 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 (on a royalty-free basis), and expect to license in the future, various elements of our distinctive trademarks, service marks, trade dress, content and similar proprietary rights to third parties.

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While we attempt to ensure that the quality of our brands is maintained by these licensees, we cannot assure you that third party licensees of our proprietary rights will always take actions to protect the value of our intellectual property and reputation, which could adversely affect our business and reputation.

We could be subject to infringement claims that may result in costly litigation, the payment of damages or the need to revise the way we conduct business.

We cannot be certain that our technology, offerings, services or content do not or will not infringe upon the intellectual property rights of third parties and from time to time we receive notices alleging potential infringement. In seeking to protect our marks, copyrights, domain names and other intellectual property rights, or in defending ourselves against claims of infringement that may or may not be without merit, we could face costly litigation and the diversion of our management’s attention and resources. Claims against us could result in the need to develop alternative trademarks, content, technology or other intellectual property or to enter into costly royalty or licensing agreements, which could have a material adverse effect on our business, results of operations, financial condition and liquidity. If we were found to have infringed on a third party’s intellectual property rights, among other things, the value of our brands and our business reputation could be impaired, and our business could suffer.

If we are unable to enforce or defend our ownership or use of intellectual property, our business, competitive position and operating results could be harmed.

The success of our business depends in large part on our intellectual property rights, including existing and future trademarks and copyrights, which are and will continue to be valuable and important assets of our business. Our business could be harmed if we are not able to protect the content of our databases and our other intellectual property.

We have taken measures to protect our intellectual property, such as requiring our employees and consultants with access to our proprietary information to execute confidentiality agreements. In the future, we may sue competitors or other parties who we believe to be infringing our intellectual property. We may in the future also find it necessary to assert claims regarding our intellectual property. These measures may not be sufficient or effective to protect our intellectual property. We also rely on laws, including those regarding copyrights and trademarks to protect our intellectual property rights. Current laws, or the enforceability of such laws, specifically in foreign jurisdictions, may not adequately protect our intellectual property or our databases and the data contained in them. In addition, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights in Internet-related businesses are uncertain and evolving, and we cannot assure you of the future viability or value of any of our proprietary rights.

Others may develop technologies similar or superior to our technology. A significant impairment of our intellectual property rights could require us to develop alternative intellectual property, incur licensing or other expenses or limit our product and service offerings.

We are controlled by two groups of principal stockholders whose interest in our business may be different than yours.

Together, the General Atlantic Stockholders and the Quadrangle Stockholders will beneficially own approximately             % of our outstanding common stock after the consummation of this offering. Accordingly, together the General Atlantic Stockholders and the Quadrangle Stockholders can exercise significant influence over our business policies and affairs, including the composition of our board of directors, and over any action requiring the approval of our stockholders, including the adoption of amendments to our certificate of incorporation and the approval of mergers or sales of substantially all of our assets. The concentration of ownership of the General Atlantic Stockholders and the Quadrangle Stockholders may also delay, defer or even prevent an acquisition by a third party or other change of control of our company and may make some

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transactions more difficult or impossible without the support of the General Atlantic Stockholders and the Quadrangle Stockholders, even if such events are in the best interests of minority stockholders.

Pursuant to our Amended and Restated Stockholders Agreement, or the “Stockholders Agreement,” and our certificate of incorporation, we have agreed that the doctrine of “corporate opportunity” will not apply against our Principal Stockholders in a manner that would prohibit them from investing in competing businesses or doing business with our clients and customers. To the extent they invest in such other businesses, they may have differing interests than our other stockholders.

For additional information regarding the share ownership of, and our relationship with, the General Atlantic Stockholders and the Quadrangle Stockholders, you should read the information under the headings “Principal and Selling Stockholders” and “Certain Relationships and Related Transactions.”

We will be exempt from certain corporate governance requirements since we will be a “controlled company” within the meaning of the NYSE rules and, as a result, our stockholders will not have the protections afforded by these corporate governance requirements.

Together, the General Atlantic Stockholders and the Quadrangle Stockholders will continue to control more than 50% of the voting power of our common stock upon completion of this offering. As a result, we will be considered a “controlled company” for the purposes of the NYSE listing requirements and therefore we will be permitted to, and we intend to, opt out of the NYSE listing requirements that would otherwise require our board of directors to have a majority of independent directors and our Compensation and Nominating and Governance Committees to be comprised entirely of independent directors. Accordingly, our stockholders will not have the same protection afforded to stockholders of companies that are subject to all of the NYSE governance requirements and the ability of our independent directors to influence our business policies and affairs may be reduced. See “Management—Corporate Governance—Controlled Company.”

We will incur increased costs as a result of being a public company.

As a public company, we will incur significant levels of legal, accounting and other expenses that we did not incur as a privately-owned corporation. The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and related rules of the Securities and Exchange Commission, the “Commission,” and the NYSE regulate corporate governance practices of public companies and impose significant requirements relating to disclosure controls and procedures and internal control over financial reporting. We expect that compliance with these public company requirements will increase our costs, require additional resources and make some activities more time consuming than they have been in the past when we were privately-owned. We will be required to expend considerable time and resources complying with public company regulations.

Failure to establish and maintain effective internal control over financial reporting could have a material adverse effect on our business, operating results and stock price.

Maintaining effective internal control over financial reporting is necessary for us to produce reliable financial reports and is important in helping to prevent financial fraud. To date, we have not identified any significant deficiencies related to our internal control over financial reporting or disclosure controls and procedures. However, if we are unable to maintain adequate internal controls, our business and operating results could be harmed. We are also beginning to evaluate how to document and test our internal control procedures to satisfy the requirements of Section 404 of Sarbanes-Oxley and the related rules of the Commission, which require, among other things, our management to assess annually the effectiveness of our internal control over financial reporting and our independent registered public accounting firm to issue a report on that assessment beginning with our Annual Report on Form 10-K for the year ending December 31, 2008. During the course of this documentation and testing, we may identify deficiencies that we may be unable to remedy before the requisite deadline for those reports. Our auditors have not conducted an audit of our internal control over

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financial reporting. Any failure to remediate deficiencies noted by our independent registered public accounting firm or to implement required new or improved controls or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. If our management or our independent registered public accounting firm were to conclude in their reports that our internal control over financial reporting was not effective, investors could lose confidence in our reported financial information, and the trading price of our stock could drop significantly.

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

Our performance is substantially dependent on the performance of senior management and key technical personnel. We have employment agreements, which include non-compete provisions, with all members of senior management and certain key technical personnel. However, we cannot assure you that any of these senior managers or others will remain with us or that they will not compete with us in the event they cease to be employees, which could have a material adverse effect on our business, results of operations, financial condition and liquidity. 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, including skilled technical, management, product and technology, and sales and marketing personnel, all of whom are in high demand and are often subject to competing offers. There has in the past been, and there may in the future be, a shortage of qualified personnel in the career services market. We also compete intensely for qualified personnel with other companies. A loss of a substantial number of qualified employees, or an inability to attract, retain and motivate additional highly skilled employees required for expansion of our business, could have a material adverse effect on our business.

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 content, copyright infringement, user privacy, taxation, access charges, liability for third-party activities and jurisdiction. In addition, federal, state, local and 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 business, future results of operations, financial condition and liquidity.

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 passed legislation extending this moratorium until 2003, and then again extended it until November 1, 2007. 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.

We may be subject to restrictions on our ability to communicate with our customers through email and phone calls. Several jurisdictions have proposed or adopted privacy-related laws that restrict or prohibit unsolicited email or “spam.” These laws may impose significant monetary penalties for violations. For example, the CAN-SPAM Act of 2003, or “CAN-SPAM,” imposes complex and often burdensome requirements in connection with sending commercial email. Key provisions of CAN-SPAM have yet to be interpreted by the

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courts. Depending on how it is interpreted, CAN-SPAM may impose burdens on our email marketing practices or services we offer or may offer. Although CAN-SPAM is thought to have pre-empted state laws governing unsolicited email, the effectiveness of that preemption is likely to be tested in court challenges. If any of those challenges are successful, our business may be subject to state laws and regulations that may further restrict our email marketing practices and the services we may offer. The scope of those regulations is unpredictable.

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 therefore reduce the use of the Internet, which could decrease demand for our services, increase our cost of doing business or otherwise have a material adverse effect on our business, results of operations, financial condition and liquidity.

We face risks relating to our foreign operations.

As a result of the eFinancialGroup Acquisition, we now operate an additional 14 websites around the world. For the three months ended March 31, 2007, approximately 18% of our total revenues were generated outside of the United States. Such amounts are collected in local currency. As a result of operating outside the United States, we are at risk for exchange rate fluctuations between such local currencies and the United States dollar, which could affect our results of operations. To date, we have not engaged in exchange rate hedging activities and our Amended and Restated Credit Facility contains a restrictive covenant which limits our ability to hedge currency risk. Even were we to implement hedging strategies to mitigate this risk, these strategies might not eliminate our exposure to foreign exchange rate fluctuations and would involve costs and risks of their own, such as ongoing management time and expertise, external costs to implement the strategies and potential accounting implications.

We are also subject to taxation in foreign jurisdictions. In addition, transactions between our foreign subsidiaries and us may be subject to United States and foreign withholding taxes. Applicable tax rates in foreign jurisdictions differ from those of the United States, and change periodically. The extent, if any, to which we will receive credit in the United States for taxes we pay in foreign jurisdictions will depend upon the application of limitations set forth in the U.S. Internal Revenue Code of 1986, as amended, or the “Code,” as well as the provisions of any tax treaties that may exist between the United States and such foreign jurisdictions.

Our current or future international operations might not succeed for a number of reasons including:

• difficulties in staffing and managing foreign operations;

• competition from local recruiting services or employment advertising agencies;

• operational issues such as longer customer payment cycles and greater difficulties in collecting accounts receivable;

• language and cultural differences;

• taxation issues;

• foreign exchange controls that might prevent us from repatriating income earned in countries outside the United States;

• multiple and conflicting laws and regulations, including complications due to unexpected changes in these laws and regulations;

• the burdens of complying with a wide variety of foreign laws and regulations;

• difficulties in enforcing intellectual property rights in countries other than the United States; and

• general political and economic trends.

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A write-off of all or a part of our goodwill would hurt our operating results and reduce our net worth.

We have significant intangible assets related to goodwill, which represents the excess of the total purchase price of our acquisitions over the estimated fair value of the net assets acquired. As of March 31, 2007, we had $155 million of unamortized goodwill on our balance sheet, which represented approximately 52% of our total assets. We are not permitted to amortize goodwill under U.S. accounting standards and instead are required to review goodwill at least annually for impairment. In the event impairment is identified, a charge to earnings would be recorded. Although it does not affect our cash flow, a write-off in future periods of all or a part of our goodwill would hurt our operating results and net worth. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Goodwill and Intangible Assets.”

Risks Related to this Offering and Our Common Stock

Because the initial public offering price per common share is substantially higher than our book value per common share, purchasers in this offering will immediately experience a substantial dilution in net tangible book value.

Purchasers of our common stock will experience immediate and substantial dilution in net tangible book value per share from the initial public offering price per share. After giving effect to the sale of the              shares of common stock we have offered hereby and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, and the application of the net proceeds therefrom, our pro forma net tangible book value as of December 31, 2006, would have been $             million, or $             per share of common stock. This represents an immediate dilution in pro forma net tangible book value of $             per share to new investors purchasing shares of our common stock in this offering. A calculation of the dilution purchasers will incur is provided under “Dilution.”

Substantial future sales of shares of our common stock in the public market could cause our stock price to fall.

Upon consummation of this offering, we will have outstanding              shares of common stock (approximately              if the underwriters exercise their over-allotment option in full). Of these shares, the shares of common stock offered hereby will be freely tradable without restriction in the public market, unless purchased by our affiliates. Upon completion of this offering, our existing stockholders will beneficially own              shares of our common stock, which will represent approximately         % of our outstanding common stock (approximately         % if the underwriters exercise their over-allotment option in full). Immediately following the consummation of this offering, the holders of approximately              shares of common stock will be entitled to dispose of their shares pursuant to the holding period, volume and other restrictions of Rule 144 under the Securities Act, subject to the 180-day lock-up under our Stockholders Agreement, and the holders of approximately              shares of common stock, representing approximately             % of our outstanding common stock, will be entitled to dispose of their shares following the expiration of an initial 180-day underwriter “lock-up” period pursuant to the holding period, volume and other restrictions of Rule 144. The underwriters are entitled to waive the underwriter lock-up provisions at their discretion prior to the expiration dates of such lock-up agreements. In addition, we have granted the holders of these shares certain registration rights. Beginning upon the earlier of 180 days after the consummation of this offering or the earlier termination of the initial 180-day underwriter lock-up period, each of the General Atlantic Stockholders and Quadrangle Stockholders are entitled to certain demand and piggyback registration rights. Certain of our officers and employees, which we refer to as the “Management Stockholders,” and the eFG Stockholders are entitled to piggyback registration rights with respect to any registration request made by a Principal Stockholder. See “Certain Relationships and Related Transactions—Stockholders Agreement—Registration Rights.”

Following this offering, we intend to file a registration statement under the Securities Act registering shares of our common stock reserved for issuance under our 2005 Stock Plan and our 2007 Equity Plan.

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See the information under the heading “Shares Available for Future Sale” for a more detailed description of the shares that will be available for future sale upon completion of this offering.

We do not intend to pay dividends in the foreseeable future, and, because we are a holding company, we may be unable to pay dividends.

For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of our board of directors and will be dependent on then-existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, including restrictions under our Amended and Restated Credit Facility, business prospects and other factors that our board of directors considers relevant. Furthermore, because we are a holding company, any dividend payments would depend on the cash flow of our subsidiaries. Accordingly, we may not be able to pay dividends even if our board of directors would otherwise deem it appropriate. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and “Description of Capital Stock—Common Stock.” For the foregoing reasons, you will not be able to rely on dividends to receive a return on your investment.

Provisions in our charter documents and Delaware law may delay or prevent our acquisition by a third party.

Our amended and restated certificate of incorporation and by-laws, which we intend to adopt prior to the completion of this offering, will contain several provisions that may make it more difficult or expensive for a third party to acquire control of us without the approval of our board of directors. These provisions also may delay, prevent or deter a merger, acquisition, tender offer, proxy contest or other transaction that might otherwise result in our stockholders receiving a premium over the market price for their common stock. The provisions include, among others:

• provisions relating to creating a board of directors that is divided into three classes with staggered terms;

• provisions relating to the number and election of directors, the appointment of directors upon an increase in the number of directors or vacancy and provisions permitting the removal of directors only for cause and with a 66 ²/3% stockholder vote;

• provisions requiring a 66 ²/3% stockholder vote for the amendment of certain provisions of our certificate of incorporation and for the adoption, amendment and repeal of our by-laws;

• provisions barring stockholders from calling a special meeting of stockholders or requiring one to be called;

• elimination of the right of our stockholders to act by written consent; and

• provisions that set forth advance notice procedures for stockholders’ nominations of directors and proposals for consideration at meetings of stockholders.

Additionally, because we are incorporated in Delaware, we are subject to the provisions of Section 203 of the Delaware General Corporation Law. In general, Section 203 prevents an interested stockholder (defined generally as a person owning 15% or more of the corporation’s outstanding voting stock) of a Delaware corporation from engaging in a business combination (as defined) for three years following the date that person became an interested stockholder unless various conditions are satisfied. For more information, see “Description of Capital Stock.” These provisions of our amended and restated certificate of incorporation, by-laws and Delaware law could discourage potential takeover attempts and reduce the price that investors might be willing to pay for shares of our common stock in the future which could reduce the market price of our stock.

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Our stock price may be volatile, and you may be unable to resell your shares at or above the offering price or at all.

Prior to this offering, there has been no public market for our common stock, and an active trading market may not develop or be sustained upon the completion of this offering. The initial public offering price of the common stock offered hereby was determined through our negotiations with the underwriters and may not be indicative of the market price of the common stock after this offering. The market price of our common stock after this offering will be subject to significant fluctuations in response to, among other factors, variations in our operating results and market conditions specific to the recruiting and career development industry.

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read and consider this prospectus, you should understand that these statements are not guarantees of performance or results. They involve known and unknown risks, uncertainties and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include but are not limited to:

• competition from existing and future competitors;

• failure to maintain and develop our reputation and brand recognition;

• failure to increase or maintain the number of customers who purchase recruitment packages;

• increases in the unemployment rate, cyclicality or downturns in the United States or worldwide economy or the industries we serve, labor shortages or job shortages;

• failure to attract qualified professionals or grow the number of qualified professionals who use our websites;

• capacity constraints, systems failures or breaches of network security;

• compliance with laws and regulations concerning collection, storage and use of professionals’ personal information;

• changes in the recruiting and career services business and technologies, and the development of new products and services;

• our substantial indebtedness;

• periods of operating and net losses and history of bankruptcy;

• covenants in our Amended and Restated Credit Facility;

• inability to successfully identify or integrate future acquisitions, including the eFinancialGroup Acquisition;

• strain on our resources due to future growth;

• misappropriation or misuse of our intellectual property, claims against us for intellectual property infringement or the failure to enforce our ownership or use of intellectual property;

• control by our principal stockholders;

• compliance with certain corporate governance requirements and costs incurred in connection with becoming a public company;

• failure to establish and maintain internal controls over financial reporting;

• loss of key executives and technical personnel;

• U.S. and foreign government regulation of the Internet and taxation;

• our foreign operations; and

• write-offs of goodwill.

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These and other factors are more fully discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and elsewhere in this prospectus. These risks could cause actual results to differ materially from those implied by forward-looking statements in this prospectus.

All information contained in this prospectus is materially accurate and complete as of the date of this prospectus. You should keep in mind, however, that any forward-looking statement made by us in this prospectus, or elsewhere, speaks only as of the date on which we make it. New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect us. We have no obligation to update any forward-looking statements in this prospectus after the date of this prospectus, except as required by federal securities laws. In light of these risks and uncertainties, you should keep in mind that any event described in a forward-looking statement made in this prospectus or elsewhere might not occur.

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USE OF PROCEEDS

We estimate that our net proceeds from this offering will be approximately $         million, after deducting underwriting discounts and commissions and estimated offering expenses of approximately $         million.

We intend to use the proceeds from this offering to repay $             million of the outstanding indebtedness under our Amended and Restated Credit Facility and intend to use the remaining proceeds for working capital and general corporate purposes.

Borrowings under our Amended and Restated Credit Facility bear interest, at our option, at either a LIBOR rate plus 3.25% or a reference rate plus 1.75%. Our Amended and Restated Credit Facility matures on March 21, 2012. We used the proceeds from our Amended and Restated Credit Facility to refinance and extend the maturity of the indebtedness outstanding under our prior credit facility and to pay the 2007 Dividend.

We have broad discretion as to the application of these proceeds. Prior to application, we may hold any net proceeds in cash or invest them in liquid short and medium term securities. You will not have an opportunity to evaluate the economic, financial or other information on which we base our decisions regarding the use of these proceeds.

A $1.00 increase (decrease) in the assumed initial public offering price of $         per share would increase (decrease) the amount of proceeds from this offering available for working capital and general corporate purposes by $         million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We will not receive any proceeds from the sale of our common stock by the selling stockholders, including any proceeds resulting from the underwriters’ exercise of their option to purchase additional shares from the selling stockholders.

DIVIDEND POLICY

On October 27, 2006, we paid a cash dividend of approximately $11.2 million in the aggregate, or $100 per share, to holders of our Series A convertible preferred stock. On March 23, 2007, we paid a cash dividend of approximately $107.9 million in the aggregate, or $900.11 per share, to holders of our common stock and Series A convertible preferred stock and made a payment of $4.6 million in the aggregate, or $900.11 per vested option, to holders of vested stock options in lieu of a dividend. We have not declared or paid any other dividends.

For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of our board of directors and will be dependent upon then-existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, including restrictions contained in our Amended and Restated Credit Facility, business prospects and other factors that our board of directors considers relevant.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2007:

• on an actual basis, and

• on a pro forma basis, giving effect to:

• the Stock Split,

• the Conversion,

• the sale of          shares of our common stock in this offering at an assumed public offering price of $            , after deducting the underwriters’ discount and the estimated offering expenses and

• the application of the net proceeds of this offering as described under “Use of Proceeds.”

	As of March 31, 2007
	Actual			Pro Forma
	(in thousands except share and per share data)
Cash and cash equivalents	$	7,370		$
Long-term debt, including current portion	$	191,000		$
Stockholders’ equity:
Series A convertible preferred stock, $0.01 par value per share (actual, authorized 125,000 shares, 119,672 shares issued and outstanding; as adjusted, authorized          shares,          shares issued and outstanding)		1
Common stock, $0.01 par value per share (actual, authorized 150,000 shares, 200 shares issued and outstanding; as adjusted, authorized          shares,          shares issued and outstanding)		—
Additional paid-in capital		139,203
Accumulated other comprehensive income		2,093
Accumulated deficit		(110,977	)
Total stockholders’ equity		30,320
Total capitalization	$	221,320		$

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DILUTION

If you invest in our common stock, you will be diluted to the extent the initial public offering price per share of our common stock exceeds the net tangible book value per share of our common stock immediately after this offering.

Our pro forma net tangible book value as of March 31, 2007 was approximately $             million, or $             per share of common stock (after giving effect to the 2007 Financing, the Conversion and the Stock Split). The net tangible book value per share represents the amount of our tangible net worth, or total tangible assets less pro forma total liabilities, divided by              shares of our common stock outstanding as of that date (after giving effect to the 2007 Financing, the Conversion and the Stock Split).

After giving effect to the 2007 Financing, the Conversion and the Stock Split, issuance and sale of              shares of our common stock sold by us in this offering and our receipt of approximately $             million in net proceeds from such sale, based on an assumed public offering price of $             per share (the midpoint of the range set forth on the cover page of this prospectus), and after deducting the underwriting discount and commission and the estimated expenses of the offering, our pro forma as adjusted net tangible book value per share as of March 31, 2007 would have been approximately $             million, or $             per share. This amount represents an immediate increase in pro forma net tangible book value of $             to existing stockholders and an immediate dilution in pro forma net tangible book value of $             per share to new investors purchasing shares of our common stock in this offering. Dilution per share is determined by subtracting the pro forma net tangible book value per share as adjusted for this offering from the amount of cash paid by a new investor for a share of our common stock. Pro forma net tangible book value is not affected by the sale of shares of our common stock offered by the selling stockholders. The following table illustrates the per share dilution:

Assumed initial public offering price per share	$
Pro forma net tangible book value per share as of March 31, 2007 (adjusted for the 2007 Financing, the Conversion and the Stock Split but excluding this offering)	$
Increase in net tangible book value per share attributable to new investors	$
Pro forma adjusted net tangible book value per share after this offering	$
Dilution per share to new investors	$

A $1.00 increase (decrease) in the assumed initial public offering price of $             per share would increase (decrease) our pro forma net tangible book value by $             , the pro forma net tangible book value per share after this offering by $             and the dilution per share to new investors by $             (each after giving effect to the 2007 Financing, the Conversion and the Stock Split), assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes as of March 31, 2007 after giving effect to the Conversion, the Stock Split and this offering as described above:

• the total number of shares of common stock purchased from us;

• the total consideration paid to us before deducting underwriting discounts and commissions of $             and estimated offering expenses of approximately $             ; and

• the average price per share paid by existing stockholders and by new investors who purchase shares of common stock in this offering at the assumed initial public offering price of $             per share.

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	Shares Purchased			Total Consideration				Average Price Per Share
Number	Number	Percent		Amount		Percent
Existing stockholders			%	$	(1)		%	$
New investors
Total		100.0	%	$		100.0	%	$

⁽¹⁾ After giving effect to the 2007 Dividend.

The foregoing tables do not include options to purchase an aggregate of              shares of common stock that are currently outstanding under the 2005 Stock Plan and the 2007 Equity Plan. See “Executive Compensation—Incentive Plans.”

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UNAUDITED PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma combined consolidated statements of operations data for the year ended December 31, 2006 and the three month period ended March 31, 2007 give effect to the (i) eFinancialGroup Acquisition and the disposition of eFinancialNews in the 2006 period, (ii) the 2007 Dividend, (iii) additional borrowings under our Amended and Restated Credit Facility in order to pay the 2007 Dividend, (iv) the Stock Split, (v) the Conversion and (vi) this offering and the estimated use of proceeds from this offering, as if they had occurred on January 1, 2006. The unaudited pro forma consolidated balance sheet as of March 31, 2007 gives effect to the Stock Split, the Conversion, this offering and the estimated use of proceeds from this offering, as if they had occurred on March 31, 2007. The presentation of the unaudited pro forma financial information is prepared in conformity with U.S. GAAP.

The unaudited pro forma financial information has been prepared by our management and is based on our historical financial statements, the historical financial statements of eFinancialGroup and the assumptions and adjustments described in the notes to the unaudited pro forma financial information below.

Our historical financial information for the year ended December 31, 2006 has been derived from our audited consolidated financial statements and accompanying notes included elsewhere in this prospectus. The historical financial information of eFinancialGroup for the ten months ended October 31, 2006 has been derived from the audited consolidated financial statements of eFinancialGroup included elsewhere in this prospectus. The historical financial information of eFinancialNews for the ten months ended October 31, 2006 has been derived from the accounting records of eFinancialNews for the ten months ended October 31, 2006 not included in this prospectus. Our historical financial information as of and for the three month period ended March 31, 2007 has been derived from our unaudited consolidated financial statements and accompanying notes included elsewhere in this prospectus.

We based the pro forma adjustments on available information and on assumptions that we believe are reasonable under the circumstances. See “—Notes to Unaudited Pro Forma Financial Information” for a discussion of assumptions made. The unaudited pro forma financial information is presented for informational purposes and is based on management’s estimates. The unaudited pro forma combined consolidated statements of operations do not purport to represent what our results of operations actually would have been if the transactions set forth above had occurred on the dates indicated or what our results of operations will be for future periods.

37

DICE HOLDINGS, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

As of March 31, 2007

	Historical			Offering Adjustments			Pro Forma
ASSETS
Current assets
Cash and cash equivalents	$	7,370			5	(e)(f)	$
Marketable securities		947
Accounts receivable, net of allowance for doubtful accounts of $795 and $954		14,129
Deferred income taxes - current		14,230
Prepaid and other current assets		2,008
Current assets of discontinued operations		294
Total current assets		38,978
Fixed assets, net		5,406
Acquired intangible assets, net		95,050
Goodwill		159,228
Deferred financing costs, net of accumulated amortization of $457 and $608		4,060
Other assets		500
Total assets	$	303,222		$			$
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	10,835		$			$
Deferred revenue		42,297
Current portion of long-term debt		500
Other current liabilities		341
Current liabilities of discontinued operations		558
Total current liabilities		54,531
Long-term debt		190,500			5	(f)
Deferred income taxes - non-current		21,198
Other long-term liabilities		6,673
Total liabilities		272,902
Commitments and contingencies (Notes 6 and 7)
Stockholders’ equity
Convertible preferred stock, $.01 par value, authorized 125,000 shares; issued and outstanding: 119,672 shares (liquidation value $1,000)		1			5	(d)
Common stock, $.01 par value, authorized 150,000 shares; issued and outstanding: 200 shares		—			5	(d)(e)
Additional paid-in capital		139,203			5	(d)(e)
Accumulated other comprehensive income		2,093
Accumulated deficit		(110,977	)
Total stockholders’ equity		30,320
Total liabilities and stockholders’ equity	$	303,222		$			$

See accompanying notes to the unaudited pro forma financial information.

38

DICE HOLDINGS, INC.

UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31, 2006

	Dice Holdings, Inc.			eFinancial Group Limited			eFinancial News Limited			Pro Forma Adjustments (4)			Pro Forma Year Ended December 31, 2006			Offering Adjustments (5)			Pro Forma As Adjusted Year Ended December 31, 2006
	For the year ended December 31, 2006 (1)			January 1, 2006 to October 31, 2006 (2)			January 1, 2006 to October 31, 2006 (3)
	(in thousands)
Revenues	$	83,658		$	36,226		$	(18,210	)	$	—		$	101,674			—		$	101,674
Cost of revenues		4,824			4,141			(3,118	)		—			5,847			—			5,847
Product development		2,358			5,905			(4,632	)		—			3,631			—			3,631
Sales and marketing		34,488			12,040			(3,920	)		—			42,608			—			42,608
General and administrative		10,467			12,330			(5,030	)		—			17,767			—			17,767
Depreciation		1,830			260			(237	)		—			1,853			—			1,853
Amortization		13,092			—			—			6,417	4(a)		19,509			—			19,509
Operating expenses		67,059			34,676			(16,937	)		6,417			91,215			—			91,215
Income from operations		16,599			1,550			(1,273	)		(6,417	)		10,459			—			10,459
Interest expense		(4,745	)		—			—			(5,127	) 4(b)(c)		(9,872	)		5	(a)
Interest income		191			264			(264	)		—			191
Income (loss) from continuing operations before income taxes and minority interest		12,045			1,814			(1,537	)		(11,544	)		778
Income tax expense (benefit)		4,642			(1,099	)		932			(4,122	) 4(d)		353			5	(g)
Minority interest in loss of subsidiary		296			—			—			—			296
Income (loss) from continuing operations		7,699			2,913			(2,469	)		(7,422	)		721
Discontinued operations:
Loss from discontinued operations		(1,462	)		—			—			—			(1,462	)
Income tax benefit of discontinued operations		541			—			—			—			541
Loss from discontinued operations, net of tax		(921	)		—			—			—			(921	)
Net income (loss)		6,778			2,913			(2,469	)		(7,422	)		(200	)
Dividends		(11,180	)		—			—			—			(11,180	)		5	(c)
Income (loss) to common stockholders	$	(4,402	)	$	2,913		$	(2,469	)	$	(7,422	)	$	(11,380	)	$			$
Basic and diluted earnings per share (6)																			$

See accompanying notes to unaudited pro forma financial information.

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DICE HOLDINGS, INC.

UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS

Three Months Ended March 31, 2007

	Three Months Ended March 31, 2007			Offering Adjustments (5)			Pro Forma As Adjusted Three Months Ended March 31, 2007
Revenues	$	30,540			—		$	30,540
Operating expenses:
Cost of revenues		1,897			—			1,897
Product development		980			—			980
Sales and marketing		13,601			—			13,601
General and administrative		4,024			—			4,024
Depreciation		651			—			651
Amortization		5,228			—			5,228
Total operating expenses		26,381			—			26,381
Operating income		4,159			—			4,159
Interest expense		(2,347	)		5	(b)
Interest income		77
Income from continuing operations before income taxes		1,889
Income tax expense (benefit)		(1,070	)		5	(g)
Income from continuing operations		2,959
Discontinued operations:
Income (loss) from discontinued operations		(537	)
Income tax benefit (expense) from discontinued operations		5,455
Income (loss) from discontinued operations, net of tax		4,918
Net income (loss)		7,877
Dividends		(107,718	)
Income (loss) to common stockholders	$	(99,841	)	$			$
Basic and diluted earnings per share (6)							$

See accompanying notes to unaudited pro forma financial information.

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Notes to Unaudited Pro Forma Financial Information

Basis of Presentation

On October 31, 2006, we acquired all of the outstanding shares of eFinancialGroup which operates a global recruiting and career development network of websites for professionals. At the time of the eFinancialGroup Acquisition, eFinancialGroup was the parent of eFinancialCareers.com, a global recruiting and career development network of websites for capital markets and financial services professionals, JobsintheMoney.com, a recruiting and career development website for accounting and finance professionals in the United States, and eFinancialNews, which publishes financial news periodicals.

We acquired all of the outstanding stock of eFinancialGroup in exchange for a total of £56.5 million (or $106.3 million at the exchange rate in effect on October 31, 2006) in cash and 7,872 shares of our Series A convertible preferred stock valued at $25.2 million, net of cash acquired of $3.9 million. Immediately after the eFinancialGroup Acquisition, eFinancialNews was sold to a company controlled by a group of former eFinancialGroup stockholders for total consideration of £22.0 million (or $41.6 million at the exchange rate in effect on October 31, 2006), resulting in a net purchase price for eFinancialCareers Limited, or “eFinancialCareers,” and JobsintheMoney.com, Inc., or “JobsintheMoney,” of $89.9 million. The cash portion of the eFinancialGroup Acquisition, including transaction costs of approximately $2.3 million, was financed by borrowings of $67.0 million under our prior credit facility plus cash on hand.

The purchase price allocation is substantially complete. An adjustment to goodwill related to deferred income taxes may result from the finalization of our review of the tax position of eFinancialGroup. We expect to have the purchase price allocation finalized by June 30, 2007. The initial purchase price allocation of eFinancialGroup based upon management’s estimates on October 31, 2006, the date of the eFinancialGroup Acquisition, was as follows (in millions):

Assets:
Cash and cash equivalents	$	3.9
Accounts receivable		4.8
Prepaid and other current assets		0.2
Fixed assets		0.3
Acquired intangible assets		27.1
Goodwill		70.9
Other assets		41.6
Assets acquired	$	148.8
Liabilities:
Accounts payable and accrued expenses	$	5.0
Deferred income taxes		8.8
Deferred revenue		1.2
Liabilities assumed	$	15.0

The portion of the purchase price allocated to eFinancialNews is included above in “Other assets.” We received $41.6 million in cash immediately subsequent to the closing of the disposition of eFinancialNews on October 31, 2006. See note 4 to our consolidated financial statements for more information.

Pro Forma Adjustments

(1) The amounts in this column represent our reported results for the year ended December 31, 2006. These results include the results of operations of eFinancialCareers and JobsintheMoney since October 31, 2006, the date of the eFinancialGroup Acquisition.

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(2) The amounts in this column represent the reported results of eFinancialGroup (including eFinancialNews) for the period of January 1, 2006 to October 31, 2006 in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated results for eFinancialGroup are derived from its financial statements and accompanying notes included elsewhere in this prospectus and are reported in British Pounds, which is eFinancialGroup’s operating currency, translated at a rate of £1=$1.825, the average rate for the ten month period ended October 31, 2006.

(3) The amounts in this column represent the results of operations of eFinancialNews in accordance with U.S. GAAP. Immediately after we acquired eFinancialGroup, we sold eFinancialNews back to certain of eFinancialGroup’s former stockholders. Therefore, the results of operations of eFinancialNews are not included in our pro forma results.

(4) The amounts in this column represent adjustments to reflect the pro forma impact of the eFinancialGroup Acquisition as follows:

(a) Adjusted to reflect twelve months of straight-line amortization of intangible assets from the eFinancialGroup Acquisition.

(b) Adjusted by $4.9 million to reflect twelve months of interest expense on $67.0 million borrowed under our prior revolving credit facility to finance the eFinancialGroup Acquisition, calculated at LIBOR of 5.35% (the rate in effect on December 31, 2006) plus a margin of 3.5%. If interest rates were one eighth of one percentage point higher or lower, our pro forma interest expense would have increased or decreased, respectively, by $70,000 in 2006.

(c) Adjusted by $186,000 to reflect twelve months of amortization of deferred financing costs related to the $855,000 of additional deferred financing costs incurred as part of the eFinancialGroup Acquisition. The deferred financing costs are being amortized over the life of our prior financing agreement. If the costs were amortized over the life of our Amended and Restated Credit Facility, amortization for the twelve month period would have been $122,000.

(d) Adjusted to reflect the effects of the pro forma adjustments 4(a) through 4(c) above on income tax expense. The income tax effects of the eFinancialGroup Acquisition adjustments are calculated with reference to the enacted tax rates of the jurisdictions in which the assets and liabilities to which the individual acquisition adjustments relate are owned. An estimated statutory rate of 30.0% and 40.0% were used for the United Kingdom and the United States, respectively. This estimate could change based on changes in the applicable tax rates and finalization of the combined company’s tax position.

(5) The amounts in this column represent adjustments to reflect the pro forma impact of the following:

(a) Adjusted by $10.0 million to reflect twelve months of interest expense on the $113.0 million of additional borrowings incurred on March 23, 2007 under our Amended and Restated Credit Facility, calculated at LIBOR of 5.35% (the rate in effect on March 31, 2007) plus a margin of 3.5%. If interest rates were one eighth of one percentage point higher or lower, our pro forma interest expense would have increased or decreased, respectively, by $141,000 in 2006.

(b) Adjusted by $2.2 million to reflect three months of interest expense on the $113.0 million of additional borrowings incurred on March 21, 2007 under our Amended and Restated Credit Facility, calculated at LIBOR of 5.35% (the rate in effect on March 31, 2007) plus a margin of 3.5%. If interest rates were one eighth of one percentage point higher or lower, our pro forma interest expense would have increased or decreased, respectively, by $32,000 in the three month period ended March 31, 2007.

(c) Adjusted to reflect the 2007 Dividend.

(d) Adjusted to reflect the Conversion.

(e) Adjusted to reflect the net proceeds of this offering of $             million.

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(f) Adjusted to reflect the repayment of $             million of outstanding indebtedness under our Amended and Restated Credit Facility with the proceeds of this offering.

(g) Adjusted to reflect the effects of the offering adjustments on income tax expense. An estimated statutory rate of 40% was used. This estimate could change based on changes in the applicable tax rates and finalization of the combined company’s tax position.

(6) Pro forma basic and diluted loss per share are the same because incremental shares issuable upon conversion are anti-dilutive.

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SELECTED CONSOLIDATED FINANCIAL DATA

The information set forth below should be read in conjunction with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Financial Information” and our consolidated financial statements and related notes included elsewhere in this prospectus.

The following consolidated statements of operations data for the year ended December 31, 2002 and the consolidated balance sheet data as of December 31, 2002 have been derived from the audited consolidated financial statements and related notes of our predecessor company, Dice Inc. (“Pre-reorganization”), that do not appear in this prospectus. The consolidated statements of operations data for the six months ended December 31, 2003 and the consolidated balance sheet data as of December 31, 2003 have been derived from the audited consolidated financial statements and related notes of Dice Inc. (“Predecessor”) that do not appear in this prospectus. The consolidated statements of operations data for the year ended December 31, 2004, and the eight months ended August 31, 2005, and the consolidated balance sheet data as of December 31, 2004 and August 31, 2005 have been derived from the audited consolidated financial statements and related notes of Dice Inc. (“Predecessor”), which are included elsewhere in this prospectus. The consolidated statements of operations data for the four months ended December 31, 2005 and the year ended December 31, 2006 and the consolidated balance sheet data as of December 31, 2005 and 2006 have been derived from the audited consolidated financial statements and related notes of Dice Holdings, Inc. (“Successor”), which are included elsewhere in this prospectus.

The consolidated statement of operations data for the six months ended June 30, 2003 and the consolidated balance sheet data as of June 30, 2003 have been derived from our unaudited consolidated financial statements that do not appear in this prospectus. We have prepared these unaudited consolidated financial statements on the same basis as our audited financial statements. In the opinion of management, our unaudited consolidated financial statement includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the information.

The consolidated statements of operations data for the three month periods ended March 31, 2006 and 2007 and the balance sheet data as of March 31, 2007 have been derived from our unaudited consolidated financial statements that are included elsewhere in this prospectus and have been prepared on the same basis as our audited financial statements. In the opinion of management, our unaudited consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the information. Our results of operations for the three month period ended March 31, 2007 are not necessarily indicative of the results that can be expected for the full year or any future period.

The financial data gives effect to various acquisitions from the date of acquisition.

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	(Pre-reorganization) Dice Inc.(1)						(Predecessor) Dice Inc. Reorganized(1)									(Successor) Dice Holdings, Inc.
	Year Ended December 31, 2002			Period from January 1, 2003 - June 30, 2003(2)			Period from July 1, 2003 – December 31, 2003			Year Ended December 31, 2004(3)			Period from January 1, 2005 to August 31, 2005(4)			Period from September 1, 2005 – December 31, 2005			Year Ended December 31, 2006(5)			Three Months Ended March 31, 2006			Three Months Ended March 31, 2007
							(in thousands, except share and per share data)
Consolidated Statements of Operations Data:
Revenues	$	28,873		$	11,323		$	10,276		$	32,232		$	33,876		$	17,002		$	83,658		$	16,077		$	30,540
Operating expenses:
Cost of revenues		2,279			1,059			1,060			2,392			2,398			1,181			4,824			1,110			1,897
Product development		1,301			392			379			1,557			1,048			597			2,358			434			980
Sales and marketing		17,112			4,951			5,467			15,002			13,853			8,105			34,488			7,128			13,601
General and administrative		8,171			3,695			2,478			6,246			4,710			3,152			10,467			2,058			4,024
Depreciation		—			—			—			2,030			990			380			1,830			335			651
Amortization		6,893			3,361			2,420			1,378			1,248			4,168			13,092			3,026			5,228
Impairments and other charges		2,062			(170	)		—			—			—			—			—			—			—
Total operating expenses		37,818			13,288			11,804			28,605			24,247			17,583			67,059			14,091			26,381
Operating income (loss)		(8,945	)		(1,965	)		(1,528	)		3,627			9,629			(581	)		16,599			1,986			4,159
Other income (expense):
Interest expense		(5,516	)		(723	)		—			(44	)		(15	)		(2,019	)		(4,745	)		(1,331	)		(2,347	)
Interest income		380			103			12			237			474			44			191			27			77
Other income (expense)		(2,333	)		3,950			170			(17	)		(160	)		—			—			—			—
Income (loss) from continuing operations before income taxes and minority interest		(16,414	)		1,365			(1,346	)		3,803			9,928			(2,556	)		12,045			682			1,889
Income tax expense (benefit)		—			—			—			2,162			4,155			(939	)		4,642			262			(1,070	)
Minority interest in the net loss of subsidiary		—			—			—			—			224			88			296			53			—
Income (loss) from continuing operations		(16,414	)		1,365			(1,346	)		1,641			5,997			(1,529	)		7,699			473			2,959

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	(Pre-reorganization) Dice Inc.(1)					(Predecessor) Dice Inc. Reorganized(1)									(Successor) Dice Holdings, Inc.
	Year Ended December 31, 2002			Period from January 1, 2003 - June 30, 2003(2)		Period from July 1, 2003 – December 31, 2003			Year Ended December 31, 2004(3)			Period from January 1, 2005 to August 31, 2005(4)			Period from September 1, 2005 – December 31, 2005			Year Ended December 31, 2006(5)			Three Months Ended March 31, 2006			Three Months Ended March 31, 2007
						(in thousands, except share and per share data)
Discontinued operations:
Income (loss) on discontinued operations		(8,150	)		26		16			267			(221	)		(304	)		(1,462	)		(232	)		(537	)
Income tax benefit (expense) from discontinued operations		—			—		—			(106	)		89			111			541			88			5,455
Income (loss) from discontinued operations, net of tax		(8,150	)		26		16			161			(132	)		(193	)		(921	)		(144	)		4,918
Net income (loss)		(24,564	)		1,391		(1,330	)		1,802			5,865			(1,722	)		6,778			329			7,877
Dividends		—			—		—			—			—			—			(11,180	)		—			(107,718	)
Income (loss) to common stockholders	$	(24,564	)	$	1,391	$	(1,330	)	$	1,802		$	5,865		$	(1,722	)	$	(4,402	)	$	329		$	(99,841	)

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	(Pre-reorganization) Dice Inc.(1)						(Predecessor) Dice Inc. Reorganized(1)									(Successor) Dice Holdings, Inc.
	Year Ended December 31, 2002			Period from January 1, 2003 - June 30, 2003(2)			Period from July 1, 2003 – December 31, 2003			Year Ended December 31, 2004(3)			Period from January 1, 2005 to August 31, 2005(4)			Period from September 1, 2005 – December 31, 2005			Year Ended December 31, 2006(5)			Three Months Ended March 31, 2006			Three Months Ended March 31, 2007
							(in thousands, except share and per share data)
Basic earnings (loss) per share(6):
From continuing operations	$	(1.50	)	$	0.12		$	(67.31	)	$	82.08		$	299.95		$	(7,645	)	$	(17,405	)	$	2,365		$	(523,795	)
From discontinued operations		(0.74	)		0.00			0.80			8.05			(6.60	)		(965	)		(4,605	)		(720	)		24,590
	$	(2.24	)	$	0.12		$	66.51		$	90.13		$	293.35		$	(8,610	)	$	(22,010	)	$	1,645		$	(499,205	)
Diluted earnings (loss) per share(6):
From continuing operations	$	(1.50	)	$	0.12			(67.31	)		77.27			268.88			(7,645	)		(17,405	)		4.22			(523,795	)
From discontinued operations		(0.74	)		0.00			0.80			7.58			(5.90	)		(965	)		(4,605	)		(1.28	)		24,590
	$	(2.24	)	$	0.12		$	66.51		$	84.85		$	262.98		$	(8,610	)	$	(22,010	)	$	2.94		$	(499,205	)
Weighted average shares outstanding:
Basic		10,961,626			11,136,122			19,997			19,993			19,993			200			200			200			200
Diluted		10,961,626			11,136,122			19,997			21,238			22,362			200			200			112,000			200
Pro forma net income per share (unaudited)(7):
Basic
Diluted
Pro forma weighted average shares outstanding (unaudited)(7):
Basic
Diluted
Other Financial Data:
Net cash provided by (used in) operating activities	$	(5,238	)		1,253		$	3,245		$	14,017		$	16,542		$	7,488		$	39,184		$	9,571		$	14,594
Depreciation and amortization		6,893			3,361			2,420			3,408			2,238			4,548			14,922			3,361			5,879
Capital expenditures		2,515			277			144			1,046			2,076			582			2,694			793			631
Net cash provided by (used for) investing activities		(24	)		(278	)		(1,901	)		(9,597	)		5,132			(164,764	)		(66,441	)		(927	)		(646	)
Net cash provided by (used in) financing activities		(8,961	)		(345	)		(300	)		(411	)		(61	)		160,381			27,964			(9,000	)		(12,739	)
Deferred revenue(8)		4,670			4,487			5,763			10,358			15,592			16,983			34,520			N/A			42,297

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	(Pre-reorganization) Dice Inc. Predecessor(1)					(Predecessor) Dice Inc. Reorganized(1)						(Successor) Dice Holdings, Inc.
	At December 31, 2002			At June 30, 2003		At December 31, 2003		At December 31, 2004		At August 31, 2005		At December 31, 2005		At December 31, 2006		At March 31, 2007
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	4,696		$	7,143	$	8,201	$	11,945	$	33,940	$	3,363	$	5,795	$	7,370
Goodwill and intangible assets, net		15,623			—		17,661		17,567		16,098		186,346		256,626		254,278
Total assets		34,703			40,327		39,923		52,090		64,562		207,818		302,327		303,222
Long-term debt, including current portion		69,434			—		—		—		—		49,000		89,000		191,000
Total stockholders’ equity (deficit)		(43,735	)		34,482		33,171		35,460		41,432		110,261		134,335		30,320

(1) On February 14, 2003, our Predecessor, Dice Inc., filed a voluntary petition for bankruptcy under Chapter 11 of Title 11 of the United States Bankruptcy Code. Its Joint Plan of Reorganization became effective on June 30, 2003. The periods presented prior to July 1, 2003 have been designated “Predecessor,” and reflect our Predecessor’s accounts prior to the effectiveness of its Joint Plan of Reorganization under Chapter 11 of Title 11 of the United States Bankruptcy Code and the periods subsequent to June 30, 2003 have been designated “reorganized,” and reflect our Predecessor’s accounts after the effectiveness of its Joint Plan of Reorganization. The periods on or after September 1, 2005 reflect our accounts after the 2005 Acquisition. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Company” for additional information.

(2) Reflects reorganization adjustments and the net impact of the adoption of Fresh Start Accounting.

(3) Reflects the acquisition of ClearanceJobs in September 2004.

(4) Reflects the acquisition of Targeted Job Fairs in January 2005.

(5) Reflects the eFinancialGroup Acquisition on October 31, 2006.

(6) Basic and diluted net income (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted-average number of shares outstanding for the period.

(7) Unaudited pro forma net income (loss) per share and pro forma weighted average shares outstanding reflects the Conversion and the Stock Split, which will occur immediately prior to the closing of this offering. See “Certain Relationships and Related Transactions—Conversion and Stock Split.”

(8) Deferred revenue is a key metric of our business as it indicates a level of sales already made that will be recognized as revenue in the future. Deferred revenue reflects our increased ability to sign customers to long-term contracts. We recorded deferred revenue of $16.1 million on our consolidated balance sheet, as of August 31, 2005, prior to purchase accounting adjustments related to the 2005 Acquisition. As required by U.S. GAAP, in determining the fair value of the liabilities assumed under purchase accounting, the acquired deferred revenue is to be recorded at fair value to the extent it represents an assumed legal obligation. We estimated our obligation related to deferred revenue as a result of the 2005 Acquisition using the cost build-up approach which determines fair value by estimating the costs related to fulfilling the obligation plus a normal profit margin. The estimated costs to fulfill our deferred revenue obligation in connection with the 2005 Acquisition were based on our expected future costs to fulfill our obligation to our customers. As a result, we recorded an adjustment to reduce the carrying value of deferred revenue by $6.0 million, to $10.1 million. The reduction negatively impacted revenues by $3.6 million and $2.1 million for the periods ended December 31, 2005 and 2006, respectively.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our historical financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that are subject to known and unknown risks and uncertainties. Actual results and the timing of events may differ significantly from those expressed or implied in such forward-looking statements due to a number of factors, including those set forth in the section entitled “Risk Factors” and elsewhere in this prospectus.

Our historical financial data discussed below reflects the historical results of operations and financial position of Dice Holdings, Inc. and its consolidated subsidiaries. Accordingly, the historical financial data does not give effect to the completion of this offering and the 2007 Financing. See “—Amended and Restated Credit Facility” and “Unaudited Pro Forma Financial Information” included elsewhere in this prospectus. The following discussion and analysis of our results of operations includes periods prior to the 2005 Acquisition, the eFinancialGroup Acquisition and certain other acquisitions. Accordingly, our historical results of operations are not indicative of what our future results of operations will be.

Overview

We are a leading provider of specialized career websites for select professional communities. We target employment categories in which there is a scarcity of highly skilled, highly qualified professionals relative to market demand. Our career websites serve as online marketplaces where employers and recruiters find and recruit prospective employees, and where professionals find relevant job opportunities and information to further their careers. Each of our career websites offers job listings, content, career development and recruiting services tailored to the specific needs of the professional community that it serves. Our largest websites by revenue are Dice.com, the leading career website in the United States for technology professionals, and eFinancialCareers.com, the leading global career website for capital markets and financial services professionals, headquartered in the United Kingdom and serving the financial services industry in various markets around the world.

Our Company

Through our predecessors, we have been in the technology recruiting and career development business for 16 years. In 1999, the Dice service was acquired by Earthweb Inc., an Internet technology content provider, which at the time of the acquisition was a publicly held company with its common stock traded on the Nasdaq National Market. During 2000, Earthweb Inc. (which subsequently changed its name to Dice Inc.) made a strategic decision to focus on technology recruiting and career development and exited the technology content-based business.

From its inception through 2003, Dice sustained net operating losses and negative cash flows and during that period was primarily dependent upon its ability to raise debt and equity financing through public or private offerings in order to fund its operations. In addition, beginning in 2001, Dice’s liquidity issues worsened as a result of a decline in the demand for Dice’s products and services stemming from the downturn in the general labor market and more specifically in the technology labor market and due to the significant amount of indebtedness Dice’s predecessor had incurred. As a result, Dice began pursuing discussions with the largest holder of Dice’s then outstanding debt securities regarding a pre-packaged Chapter 11 plan of reorganization under the United States Bankruptcy Code.

On February 14, 2003, Dice Inc. filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code with respect to its pre-packaged plan of reorganization. The Joint Plan of Reorganization was confirmed by the Bankruptcy Court on June 24, 2003, and became effective on June 30, 2003. In accordance with the Joint Plan of Reorganization, Dice’s pre-bankruptcy debt securities were eliminated in exchange for 95% of the common stock of the reorganized Dice, with the remaining 5% of this common stock issued to the 130 largest holders of Dice’s pre-bankruptcy capital stock. The Dice stockholders who were not among the 130 largest holders received a pro rata allocation of $50,000. Under the Joint Plan of Reorganization all of Dice’s pre-bankruptcy capital stock, options and debt securities were cancelled upon its emergence from bankruptcy and Dice emerged from bankruptcy as a privately-held company.

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In September 2004, Dice Inc. acquired substantially all of the assets of ClearanceJobs.com, the leading recruiting and career development website for professionals with active U.S. Government security clearances, and in January 2005, acquired substantially all of the assets of Targeted Job Fairs, a leading producer and host of career fairs and open houses focused primarily on technology and security-cleared candidates in the United States.

Dice Holdings, Inc. was incorporated on June 28, 2005 by investment funds organized by the General Atlantic Stockholders and the Quadrangle Stockholders. On August 31, 2005, Dice Holdings, Inc. purchased all of the outstanding common stock of Dice Inc. from its stockholders, and Dice Inc. became its wholly-owned subsidiary. Dice Holdings, Inc. is a holding company and its assets consist substantially of the capital stock of its three operating subsidiaries, Dice, eFinancialGroup and JobsintheMoney.

On October 31, 2006, Dice Holdings, Inc. acquired all of the outstanding capital stock of eFinancialGroup. eFinancialGroup operated the career websites eFinancialCareers.com, which targets capital markets and financial services professionals and employers worldwide, and JobsintheMoney.com, which targets the financial and accounting job market in the United States, and a financial publishing business, eFinancialNews. As consideration for the acquisition, Dice Holdings, Inc. paid the stockholders of eFinancialGroup £56.5 million (or approximately $106.3 million at the exchange rate in effect on October 31, 2006) in cash and issued 7,872 shares of its Series A convertible preferred stock valued at $25.2 million. Immediately after the acquisition, Dice Holdings, Inc. sold eFinancialNews back to certain of eFinancialGroup’s former stockholders for approximately $41.6 million in cash. Operating results of eFinancialGroup and JobsintheMoney occurring subsequent to the eFinancialGroup Acquisition are included in the consolidated operating results of Dice Holdings, Inc. Total consideration for eFinancialGroup, excluding eFinancialNews, was $89.9 million (which amount includes the value of 7,872 shares of the Series A convertible preferred stock of Dice Holdings, Inc. issued as partial consideration for the eFinancialGroup Acquisition).

We have provided certification test preparation and assessment products for technology professionals through our subsidiary, MeasureUp. In February 2007, we decided to abandon the MeasureUp business after assessing the long-term economic viability of MeasureUp in light of its projected operating losses and the lack of an operational or strategic fit with our core business, and after unsuccessfully attempting to sell the business. We ceased all significant business activities of MeasureUp on March 30, 2007. We reclassified our historical financial statements to present MeasureUp as a discontinued operation. Revenue for MeasureUp for the three month period ended March 31, 2006 and 2007 totaled $830,000 and $835,000, respectively. Revenue for MeasureUp totaled $3.5 million, $822,000, $2.2 million and $3.6 million for the year ended December 31, 2006, four months ended December 31, 2005, eight months ended August 31, 2005 and for the year ended December 31, 2004, respectively. MeasureUp experienced net losses of $921,000, $193,000 and $132,000 for the year ended December 31, 2006, the four months ended December 31, 2005, and the eight months ended August 31, 2005, respectively. MeasureUp had net income for the year ended December 31, 2004 of $161,000.

We have identified two reportable segments under Statement of Financial Accounting Standards, or “SFAS,” No. 131, Disclosures about Segments of an Enterprise and Related Information, based on our operating structure. Our reportable segments include Dice (which includes Dice.com and ClearanceJobs.com) and eFinancialCareers’ international business. Targeted Job Fairs, CyberMedia Dice Careers Limited, or “CyberMedia Dice,” and JobsintheMoney do not meet certain quantitative thresholds, and therefore are reported in the aggregate.

Our Revenues and Expenses

We derive the substantial majority of our revenues from customers who pay fees, either annually, quarterly or monthly, to post jobs on our websites and to access our searchable databases of resumes. Our fees vary by customer based on the number of individual users of our databases of resumes, the number and type of job postings purchased and the terms of the package purchased. In the United States, we sell recruitment packages that include both access to our databases of resumes and job posting capabilities. Internationally, our job postings

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and access to our resume databases are often sold separately and not as a single package. We believe the key metrics that are material to an analysis of our U.S. businesses are our total number of recruitment package customers and the revenue, on average, that these customers generate. Similar metrics are important to our international businesses. At March 31, 2007, Dice.com had 8,500 total recruitment package customers and our other websites collectively served over 2,500 customers, including some customers who are also customers of Dice.com, as of the same date. Our revenues from continuing operations have grown significantly in the past three years from $32.2 million in 2004 to $83.7 million in 2006, an increase of 160%.

The key factors influencing our revenue growth over this period are:

• the increased adoption of our services by direct employers, staffing companies and recruiting firms that seek to recruit, place, or hire professionals in the communities we serve, which contributed to an increase in revenues of approximately $48.0 million; and

• the eFinancialGroup Acquisition, which contributed to an increase in revenues of $3.3 million in 2006.

Our ability to continue to grow our revenues will largely depend on our ability to grow our customer bases in the markets in which we operate by acquiring new recruitment package customers while retaining a high proportion of the customers we currently serve, and to expand the breadth of services our customers purchase from us. We continue to make investments in our business and infrastructure to help us achieve our long-term growth objectives.

Our revenues are generated primarily from servicing customers seeking to hire qualified professionals in the technology and finance sectors. Accordingly, significant increases and decreases in the unemployment rate, labor shortages and a decrease in available jobs, specifically in the technology, finance and other vertical industries we serve, can have a material affect on our revenues and results of operations. A significant increase in the unemployment rate or a shortage of available jobs could cause a decrease in the number of job postings on our websites, which in turn would negatively impact our revenues and income. Alternatively, a decrease in the unemployment rate or a labor shortage generally means that employers (including our customers) are seeking to hire more individuals, which would generally lead to more job postings and have a positive impact on our revenues and results of operations.

Other material factors that may affect our results of operations include our ability to attract qualified professionals to our websites and our ability to attract customers with relevant job opportunities. The more qualified professionals that use our websites, the more attractive our websites become to employers, which in turn makes them more likely to become our customers, resulting in positive impacts on our results of operations. If we are unable to continue to attract qualified professionals to our websites, our customers may no longer find our services attractive, which could have a negative impact on our results of operations. Additionally, in order to attract qualified professionals to our websites we need to ensure that are websites remain relevant.

The largest components of our expenses are personnel costs and marketing and sales expenditures. Personnel costs consist of salaries, benefits, and incentive compensation for our employees, including commissions for salespeople. Personnel costs are categorized in our statements of operations based on each employee’s principal function. Marketing and sales expenditures primarily consist of online advertising and direct mailing programs.

Critical Accounting Policies

This discussion of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue, goodwill and intangible assets, stock-based compensation and income taxes. We based our estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that we believe are reasonable. In many cases, we could

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reasonably have used different accounting policies and estimates. In some cases, changes in the accounting estimates are reasonably likely to occur from period to period. Our actual results may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies affect our more significant judgments used in the preparation of our consolidated financial statements. See the notes to our consolidated financial statements included elsewhere in this prospectus for further information about these critical accounting policies as well as a description of our other accounting policies.

Revenue Recognition

We recognize revenues, under the provisions of the Commission’s Staff Accounting Bulletin, or “SAB,” No. 104, Revenue Recognition, when persuasive evidence of an agreement exists, delivery has occurred, the sales price is fixed or determinable and collectibility is reasonably assured. Payments received in advance of services being rendered are recorded as deferred revenue and recognized on a straight-line basis over the service period. We generate a majority of our revenue from the sale of recruitment packages.

Recruitment package revenues are derived from the sale to recruiters and employers a combination of job listings and access to a searchable database of candidates on the dice.com, clearancejobs.com, efinancialcareers.com, jobsinthemoney.com and cybermediadice.com websites. Certain of our arrangements include multiple deliverables, which consist of access to job listings and access to a searchable database of resumes. In the absence of higher-level specific authoritative guidance, we determine the units of accounting for multiple element arrangements in accordance with Emerging Issues Task Force (“EITF”) Issue No. 00-21, Revenue Arrangements with Multiple Deliverables. Specifically, we consider a delivered item as a separate unit of accounting if it has value to the customer on a standalone basis, if there is objective and reliable evidence of the fair value of the undelivered elements, and, if the arrangement includes a general right of return relative to the delivered element, delivery or performance of the undelivered element is considered probable and is substantially within our control. Services to customers buying a package of available job listings and access to the database are delivered over the same period and revenue is recognized ratably over the length of the underlying contract, typically from one to twelve months. Revenue from the sale of classified job listings is recognized ratably over the length of the contract or the period of actual usage, if shorter.

Deferred revenue is a key metric of our business as it indicates a level of sales already made that will be recognized as revenue in the future. Deferred revenue reflects our increased ability to sign customers to long-term contracts. We recorded deferred revenue of $16.1 million on our consolidated balance sheet, as of August 31, 2005, prior to purchase accounting adjustments related to the 2005 Acquisition. As required by U.S. GAAP, in determining the fair value of the liabilities assumed under purchase accounting, the acquired deferred revenue is to be recorded at fair value to the extent it represents an assumed legal obligation. We estimated our obligation related to deferred revenue as a result of the 2005 Acquisition using the cost build-up approach which determines fair value by estimating the costs related to fulfilling the obligation plus a normal profit margin. The estimated costs to fulfill our deferred revenue obligation in connection with the 2005 Acquisition were based on our expected future costs to fulfill our obligation to our customers. As a result, we recorded an adjustment to reduce the carrying value of deferred revenue by $6.0 million, to $10.1 million. The reduction negatively impacted revenues by $3.6 million and $2.1 million for the periods ended December 31, 2005 and 2006, respectively, and $758,000 for the three months ended March 31, 2007.

Fair Value of Acquired Businesses

We completed the acquisition of Dice Inc. in 2005 and eFinancialGroup in 2006. A significant component of the value of these acquired businesses has been allocated to intangible assets. SFAS No. 141, “Business Combinations” (“SFAS No. 141”) requires acquired businesses to be recorded at fair value by the acquiring entity. SFAS No. 141 also requires that intangible assets that meet the legal or separable criterion be separately

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recognized on the financial statements at their fair value, and provides guidance on the types of intangible assets subject to recognition. Determining the fair value for these specifically identified intangible assets involves significant professional judgment, estimates and projections related to the valuation to be applied to intangible assets such as customer lists, technology and trade names. The subjective nature of management’s assumptions increases the risk associated with estimates surrounding the projected performance of the acquired entity. Additionally, as we amortize the finite-lived intangible assets over time, the purchase accounting allocation directly impacts the amortization expense we record on our financial statements.

Goodwill

As a result of our various acquisitions, we have recorded goodwill. We record charges for goodwill when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired.

We determine whether the carrying value of recorded goodwill is impaired on an annual basis or more frequently if indicators of potential impairment exist. The impairment review process compares the fair value of the reporting unit in which the goodwill resides to the carrying value of that reporting unit. If the carrying value of the reporting unit exceeds the fair value of the reporting unit, an impairment loss is recorded. Our annual impairment test for 2006 was performed in the third quarter by comparing the goodwill recorded from the 2005 Acquisition to the fair value of the DCS Online and Targeted Job Fairs reporting units. The goodwill at the other reporting units, eFinancialCareers’ international business, and JobsintheMoney, was the result of the eFinancialGroup Acquisition which occurred in October 2006.

The determination of whether or not goodwill has become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of our reporting units. Fair values are determined using a discounted cash flow methodology based on projections of the amounts and timing of future revenues and cash flows, assumed discount rates and other assumptions as deemed appropriate. We consider factors such as historical performance, anticipated market conditions, operating expense trends and capital expenditure requirements. The significant assumptions used for determining the fair value for each of the reporting units during the 2006 annual impairment test were as follows: discount rate of 18%, capitalization rate of 9%, revenue growth rates ranging from 5% to 21%, and an operating profit margin of approximately 40%.

The assumption that provides the most sensitivity is the discount rate. If a one percent increase in the discount rate was used, we would not realize an impairment charge to goodwill in the third quarter of 2006, which is the quarter during which we performed our impairment test. Changes in our strategy and/or market conditions could significantly impact these judgments and require adjustments to recorded amounts of goodwill.

Indefinite-Lived Acquired Intangible Assets

The indefinite-lived acquired intangible assets include the Dice trademarks and brand name. The Dice.com trademark, trade name and domain name is one of the most recognized names of online job boards. Since Dice’s inception in 1991, the brand has been recognized as a leader in recruiting and career development services for technology and engineering professionals. Currently, the brand is synonymous with the most specialized online marketplace for industry-specific talent. The brand has a significant online and offline presence in online recruiting and career development services. Considering the recognition and the awareness of the Dice brand in the talent acquisition and staffing services market, Dice’s long operating history and the intended use of the Dice brand, the remaining useful life of the Dice.com trademark, trade name and domain name was determined to be indefinite.

We determine whether the carrying value of recorded indefinite-lived acquired intangible assets is impaired on an annual basis or more frequently if indicators of potential impairment exist. The impairment review process compares the fair value of the indefinite-lived acquired intangible assets to its carrying value. If the carrying value exceeds the fair value, an impairment loss is recorded.

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The determination of whether or not indefinite-lived acquired intangible assets have become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of our reporting units. Fair values are determined using a royalty savings methodology which estimates the value of the trademark and brand name by calculating the present value of the royalties saved because the company owns the asset. We consider factors such as historical performance, anticipated market conditions, operating expense trends and capital expenditure requirements. The significant assumptions used for determining the fair value for the indefinite-lived acquired intangible assets during the 2006 annual impairment test were as follows: discount rate of 18% and revenue growth rates ranging from 5% to 21%. The assumption that provides the most sensitivity is the discount rate. If a one percent increase in the discount rate was used, we would not realize an impairment charge related to the indefinite-lived acquired intangible assets in the third quarter of 2006, which is the quarter during which we performed our impairment test. Changes in our strategy and/or market conditions could significantly impact these judgments and require adjustments to recorded amounts of intangible assets.

Website Development Costs

We account for website development costs in accordance with the guidance set forth in Financial Accounting Standards Board Emerging Issues Task Force, or “EITF,” Issue No. 00-2, Accounting for Website Development Costs. We capitalize costs of materials, consultants and compensation and related expenses of employees who devote time to designing, developing, testing and implementing enhancements to our websites. However, we expense, as incurred, website development costs for new features and functionalities since it is unlikely that they will result in additional functionality until they are both developed and tested with confirmation that they are more effective than the current set of features and functionalities on our websites. Our judgment is required in determining the point at which various projects may be capitalized, in assessing the ongoing value of the capitalized costs and in determining the estimated useful lives over which the costs are amortized, which is generally two years. To the extent that we change the manner in which we develop and test new features and functionalities related to our websites, assess the ongoing value of capitalized assets or determine the estimated useful lives over which the costs are amortized, the amount of website development costs that we capitalize and amortize in future periods would be impacted. We capitalized website development costs of $494,000, $547,000 and $434,000 for the years ended December 31, 2004, 2005 and 2006, respectively, and $125,000 for the three months ended March 31, 2007.

Income Taxes

We recognize 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. We have concluded that based on expected future results and the future reversals of existing taxable temporary differences, it is more likely than not that the deferred tax assets will be used in the future. Accordingly, the valuation allowance that was established in 2005 was reversed in 2006, resulting in the benefit being recorded as a reduction to goodwill.

At December 31, 2006, our unused net operating loss carryforward for federal income tax purposes was approximately $60.2 million, and will begin to expire in 2011. The amount and availability of net operating loss allowable to offset income after a change in ownership is limited under Internal Revenue Code (“IRC”) Section 382. We have determined that the Section 382 limitation created by various ownership changes limits the net operating losses that are available to be used on a prospective basis to $20.6 million per year.

Stock and Stock-Based Compensation

We have granted stock options to certain of our employees and directors under our 2005 Stock Plan. We adopted SFAS No. 123 (Revised 2004), Share-Based Payment, or “SFAS 123(R),” upon inception of Dice Holdings, Inc. Prior to September 1, 2005, we accounted for our stock-based awards using the intrinsic value

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method prescribed in Accounting Principles Board, or “APB,” Opinion No. 25 and related interpretations. Under the intrinsic value method, compensation expense is measured on the date of the grant as the difference between the deemed fair value of our common stock and the exercise or purchase price multiplied by the number of stock options or restricted stock awards granted. Compensation expense is recorded for stock options awarded to employees in return for employee service. The expense is measured at the fair value of the award on the date of grant and recognized as compensation expense on a straight-line basis over the employee service period, which is the vesting period. We do not expect forfeitures to occur and record expense based upon the number of awards expected to vest.

The fair value of options granted during the periods ended March 31, 2007, December 31, 2006 and 2005, was estimated on the grant date using Black-Scholes option-pricing model with the weighted average assumptions in the table below. Because our stock was not publicly traded during these periods, the average historical volatility rate for a similar entity was used. The expected life of the options granted is derived from historical exercise behavior. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

	For the Year Ended December 31,						For the Three Months Ended March 31, 2007
	2005			2006
The weighted average fair value of options granted	$	277		$	701		$	595
Dividend yield		0.00	%		0.00	%		0.00	%
Weighted average risk-free interest rate		4.52	%		4.64	%		4.69	%
Weighted average expected volatility		38.80	%		36.84	%		35.51	%
Expected life (in years)		4			4			4

The derived fair value of our common stock underlying the options was determined based on an internal valuation prepared by management with the appropriate level of competency. We used generally accepted valuation methodologies, including the guideline companies approach, which incorporates certain assumptions including the market performance of comparable listed companies as well as the financial results and growth trends of the group, to derive the total equity value of the group. We believe that using the guideline companies approach provides the nearest relative value that can be found in the market and is therefore the best indicator of the value of our company. In our calculation using the guideline companies approach, we used multiples of revenue, net income and EBITDA of comparable companies. These factors were weighted and a 20% discount was applied for being a private company, a 10% discount for being a small company and a 10% discount was applied for the value of preferred to common shares. Additionally, a discounted cash flow method was prepared, which is a method within the income approach whereby the present value of future expected net cash flows is calculated using a discount rate, to validate the valuation that resulted from the guideline companies approach. Each valuation was performed contemporaneously with the issuance of the options. Except when a confirming transaction occurred, the valuation model allocated the equity value between our common stock and our Series A convertible preferred stock and determined the fair value of common stock based on the option-pricing method under the enterprise value allocation method. Under this method, common stock has value only if the funds available for distribution to stockholders exceed the value of the liquidation preference at the time of a liquidity event, such as a merger or sale. Options granted at the time of a confirming transaction had a strike price determined as if the value of common stock equaled the value of the Series A preferred stock.

Members of our management possessing the requisite valuation experience estimated the fair value of our capital stock. We did not obtain contemporaneous valuations prepared by an unrelated valuation specialist at the time of each stock option issuance because we believe our management possessed the requisite valuation expertise to prepare a reasonable estimate of fair value of the interests at the time of each issuance since inception. We used the American Institute of Certified Public Accountants’ Practice Aid, “Valuation of Privately-Held-Company Equity Securities Issued as Compensation” as a guideline in preparing our valuation and related disclosures.

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The determination of fair value of our common stock requires us to make judgments that are complex and inherently subjective. We used the market approach to estimate the value of our enterprise at each date options were granted and at each reporting date. Under the market approach, a transaction-based method is used to estimate the value of our enterprise based on transactions involving capital stock with unrelated investors and other third parties. This approach assumes that such transactions constitute the best evidence as to the fair value of our common stock.

Cyclicality

The labor market and certain of the industries that we serve have historically experienced short-term cyclicality. However, we believe that the economic and strategic value provided by online career websites has led to overall growth in the use of these services during the most recent labor market cycle, and has somewhat lessened the impact of cyclicality on our businesses as compared to traditional offline competitors.

Results of Operations

Our results of operations for the twelve month period ended December 31, 2005 in the discussion below represent a combination of the results of operations for Dice Inc. when it was owned by our prior stockholders and the results of operations for Dice Holdings, Inc. for the four months ended December 31, 2005. These results have been combined to provide investors with information related to our operating results for the twelve months ended December 31, 2005 on the same basis our management uses to analyze our business results and to provide a basis for comparing our results of operations in 2006 with 2005 and 2005 with 2004.

The results of operations for Dice Holdings, Inc. after the 2005 Acquisition include the effects of purchase accounting related to the 2005 Acquisition and, therefore, are not directly comparable to the results of operations for Dice Inc. in prior periods. Adjustments that have a material impact on our consolidated statements of operations are deferred revenue, interest expense and amortization.

Dice Inc. had $16.1 million of deferred revenue on its consolidated balance sheet as of August 31, 2005 prior to purchase accounting adjustments related to the 2005 Acquisition. As required by U.S. GAAP, in determining the fair value of the liabilities assumed under purchase accounting, the acquired deferred revenue is to be recorded at fair value to the extent it represents an assumption of a legal obligation. We estimated our deferred revenue obligation related to the 2005 Acquisition using the cost build-up approach. The cost build-up approach determines fair value by estimating the costs related to fulfilling the obligation plus a normal profit margin. The estimated costs to fulfill our deferred revenue obligation were based on our expected future costs to fulfill our obligation to our customers. As a result, we recorded an adjustment to reduce the carrying value of deferred revenue by $6.0 million, to $10.1 million. The reduction negatively impacted revenues by $3.6 million and $2.1 million for the periods ended December 31, 2005 and 2006, respectively.

Interest expense of approximately $3.2 million was incurred in 2006 as a result of borrowings incurred to fund the 2005 Acquisition. Additional amortization expense of $12.1 million was incurred on the acquired intangible assets as a result of the 2005 Acquisition. Other than the corresponding effect on income from continuing operations before provision for income taxes and net income (loss), the 2005 Acquisition did not materially impact any of the other line items in our consolidated statement of operations.

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We have included a reconciliation of our combined twelve months ended December 31, 2005 results to our consolidated statements of operations prepared in accordance with U.S. GAAP in the table below (in thousands):

	Dice Inc.			Dice Holdings, Inc.			Combined
	Eight Months Ended August 31, 2005			Four Months Ended December 31, 2005			Year Ended December 31, 2005
Revenues	$	33,876		$	17,002		$	50,878
Operating expenses:
Cost of revenues		2,398			1,181			3,579
Product development		1,048			597			1,645
Sales and marketing		13,853			8,105			21,958
General and administrative		4,710			3,152			7,862
Depreciation		990			380			1,370
Amortization		1,248			4,168			5,416
Total operating expenses		24,247			17,583			41,830
Operating income (loss)		9,629			(581	)		9,048
Other income (expense):
Interest expense		(15	)		(2,019	)		(2,034	)
Interest income		474			44			518
Other income (expense)		(160	)		—			(160	)
Income (loss) from continuing operations before income taxes and minority interest		9,928			(2,556	)		7,372
Income tax expense (benefit)		4,155			(939	)		3,216
Minority interest in net loss of subsidiary		224			88			312
Income (loss) from continuing operations		5,997			(1,529	)		4,468
Discontinued operations:
Loss from discontinued operations		(221	)		(304	)		(525	)
Income tax benefit from discontinued operations		89			111			200
Loss from discontinued operations, net of tax		(132	)		(193	)		(325	)
Net income (loss)	$	5,865		$	(1,722	)	$	4,143

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Our historical financial information discussed in this prospectus has been derived from the financial statements and accounting records of Dice Holdings, Inc. for the year ended December 31, 2006, for the four months ended December 31, 2005, and for the three month periods ended March 31, 2006 and 2007. The eight months ended August 31, 2005 and the year ended December 31, 2004 have been derived from the financial statements and accounting records of Dice Inc. The following table presents these results in thousands of dollars and as a percentage of revenues:

	Dice Inc.					Combined					Dice Holdings, Inc.					For the three months ended March 31,
	Year Ended December 31, 2004					Year Ended December 31, 2005					Year Ended December 31, 2006					2006					2007
Revenues	$	32,232		100.0	%	$	50,878		100.0	%	$	83,658		100.0	%	$	16,077		100	%	$	30,540		100	%
Operating expenses:
Cost of revenues		2,392		7.4			3,579		7.0			4,824		5.8			1,110		6.9			1,897		6.2
Product development		1,557		4.8			1,645		3.2			2,358		2.8			434		2.7			980		3.2
Sales and marketing		15,002		46.5			21,958		43.2			34,488		41.2			7,128		44.3			13,601		44.6
General and administrative		6,246		19.4			7,862		15.5			10,467		12.5			2,058		12.8			4,024		13.2
Depreciation		2,030		6.3			1,370		2.7			1,830		2.2			335		2.1			651		2.1
Amortization		1,378		4.3			5,416		10.6			13,092		15.6			3,026		18.8			5,228		17.1
Total operating expenses		28,605		88.7			41,830		82.2			67,059		80.1			14,091		87.6			26,381		86.4
Operating income		3,627		11.3			9,048		17.8			16,599		19.9			1,986		12.4			4,159		13.6
Interest expense		(44	)	(0.1	)		(2,034	)	(4.0	)		(4,745	)	(5.7	)		(1,331	)	(8.3	)		(2,347	)	(7.7	)
Interest income		237		0.7			518		1.0			191		0.2			27		0.2			77		0.3
Other income (expense)		(17	)	(0.1	)		(160	)	(0.3	)		—		—			—		—			—		—
Income from continuing operations before income taxes and minority interest		3,803		11.8			7,372		14.5			12,045		14.4			682		4.2			1,889		6.2
Income tax expense		2,162		6.7			3,216		6.3			4,642		5.5			262		1.6			(1,070	)	3.5
Minority interest in net loss of subsidiary		—		—			312		0.6			296		0.4			53		0.3			—		—
Income from continuing operations		1,641		5.1			4,468		8.8			7,699		9.3			473		2.9			2,959		9.7
Discontinued operations:
Income (loss) from discontinued operations		267		0.8			(525	)	(1.0	)		(1,462	)	(1.7	)		(232	)	(1.4	)		(537	)	(1.8	)
Income tax benefit (expense) from discontinued operations		(106	)	(0.3	)		200		0.4			541		0.6			88		0.5			5,455		17.9
Income (loss) from discontinued operations, net of tax		161		0.5			(325	)	(0.6	)		(921	)	(1.1	)		(144	)	(0.9	)		4,918		16.1
Net income	$	1,802		5.6		$	4,143		8.2		$	6,778		8.2		$	329		2.0		$	7,877		25.8

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Three Months Ended March 31, 2007 Compared to the Three Months Ended March 31, 2006

Revenues

	Three months ended March 31,
	2006		2007		Increase		Percent Change
	(in thousands, except percentages)
Revenues
Dice	$	15,441	$	23,351	$	7,910	51.2	%
eFinancialCareers		—		5,145		5,145	—
Other		636		2,044		1,408	221.4	%
Total revenues	$	16,077	$	30,540	$	14,463	90.0	%

Our revenues were $30.5 million for the three months ended March 31, 2007 compared to $16.1 million for the same period in 2006, an increase of $14.5 million, or 90%. This increase can be attributed to a combination of organic growth and the eFinancialGroup Acquisition. We experienced organic growth in the Dice business of $7.9 million, or 51%, as a result of successful marketing efforts leading to new customers, as well as an increase in sales to existing customers both in the number of job postings and individual users of our databases and an increase in the price of our products. Our recruitment package customers grew by 8% from December 31, 2005 to March 31, 2006 and by 11% from December 31, 2006 to March 31, 2007. Average revenue per recruitment package customer increased by approximately 10% from the three months ended March 31, 2006 to the three months ended March 31, 2007. The increase in revenues resulting from the eFinancialGroup Acquisition was $6.3 million, of which $5.1 million relates to the international business and $1.2 million relates to the U.S. business.

Cost of Revenues

	Three months ended March 31,
	2006			2007			Increase		Percent Change
	(in thousands, except percentages)
Cost of revenues	$	1,110		$	1,897		$	787	71	%
Percentage of revenues		6.9	%		6.2	%

Our cost of revenues for the three months ended March 31, 2007 were $1.9 million compared to $1.1 million for the same period in 2006, an increase of $787,000, or 71%. The increase was primarily due to the inclusion of the results of operations of eFinancialGroup in 2007, which led to an increase of $550,000. The remaining increase was due to an increase in salaries and benefits as a result of an increase in the number of network operations and customer support personnel we employed, which was needed in order to support an increase in the number of job postings and user activity.

Product Development Expenses

	Three months ended March 31,
	2006			2007			Increase		Percent Change
	(in thousands, except percentages)
Product development	$	434		$	980		$	546	126	%
Percentage of revenues		2.7	%		3.2	%

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Product development expenses for the three months ended March 31, 2007 were $980,000 compared to $434,000 for the same period of 2006, an increase of $546,000, or 126%. The inclusion of the results of operations of eFinancialGroup in 2007 led to $452,000 of this increase. The remaining increase was due to product development research, salaries and related expenses for Dice.

Sales and Marketing Expenses

	Three months ended March 31,
	2006			2007			Increase		Percent Change
	(in thousands, except percentages)
Sales and marketing	$	7,128		$	13,601		$	6,473	91	%
Percentage of revenues		44.3	%		44.6	%

Sales and marketing expenses for the three months ended March 31, 2007 were $13.6 million compared to $7.1 million for the same period in 2006, an increase of $6.5 million, or 91%. The inclusion of the results of operations of eFinancialGroup in 2007 led to $3.1 million of this increase. The remainder of the increase was due to an increase in advertising and sales expenses for Dice.

Advertising costs for Dice were $6.1 million for the three month period ended March 31, 2007 compared to $3.8 million for the same period in 2006, an increase of $2.3 million, or 60%. This increase was primarily due to an increase in our online advertising spending and the number of email and direct mail campaigns conducted in the first three months of 2007. As our revenues have grown, we have increased our advertising spending.

In the case of Dice.com, a significant portion of our advertising and marketing spending is focused on increasing the number of professionals who visit Dice.com and the levels of activity on the website. We have significantly increased the amount we spend on online media, including banner advertisements and paid search programs in order to drive more traffic to the website. Much of this advertising spending is on technology-focused websites. The resulting increase in traffic has made the use of the website by customers more attractive as there are greater numbers of unique visitors who can view customers’ job postings and apply for their jobs. We have also increased the amount of spending on maintaining the loyalty of existing professionals who already use the website.

We have significantly increased the amount we spend to reach employers and recruiters who pay to use the website services. A majority of the spending increase is in direct mail and email campaigns focused on communicating the value proposition of our services to current and potential customers. This marketing effort has helped result in an increase in net recruitment package customers during the three month period ended March 31, 2007 of nearly 900 from approximately 7,600 at December 31, 2006 to approximately 8,500 at March 31, 2007. Net recruitment package customers during the three month period ended March 31, 2006 increased by 1,000, from approximately 5,800 at December 31, 2005 to approximately 6,800 at March 31, 2006.

The salaries and benefits component of sales and marketing expense for Dice amounted to $3.5 million for the three months ended March 31, 2007 compared to $2.8 million for the same period in 2006, an increase of $652,000, or 23%. This increase was primarily due to an increase in the number of sales personnel during the three month period ended March 31, 2007. Commissions and other incentive compensation paid to the Dice sales force was $1.8 million for the three month period ended March 31, 2007 compared to $1.5 million for the same period in 2006, an increase of $286,000, or 19%. These increased commissions were paid as a result of our revenue growth. The Dice sales force headcount increased from 56 at March 31, 2006 to 75 at March 31, 2007.

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General and Administrative Expenses

	Three months ended March 31,
	2006			2007			Increase		Percent Change
	(in thousands, except percentages)
General and administrative	$	2,058		$	4,024		$	1,966	96	%
Percentage of revenues		12.8	%		13.2	%

General and administrative expenses for the three months ended March 31, 2007 were $4.0 million compared to $2.0 million for the same period in 2006, an increase of $2.0 million, or 96%. The inclusion of the results of operations of eFinancialGroup in 2007 led to $1.1 million of this increase. The remainder of this increase was primarily due to an increase in salaries and benefits of $318,000 and in stock-based compensation of $290,000.

Depreciation Expenses

	Three months ended March 31,
	2006			2007			Increase		Percent Change
	(in thousands, except percentages)
Depreciation	$	335		$	651		$	316	94	%
Percentage of revenues		2.1	%		2.1	%

Depreciation expense for the three month period ended March 31, 2007 was $651,000 compared to $335,000 for the same period in 2006, an increase of $316,000, or 94%. The inclusion of the results of operations of eFinancialGroup in 2007 led to $60,000 of this increase. The remainder of the increase was due to a greater depreciable fixed asset balance during the three month period ended March 31, 2007 compared to the same period in 2006.

Amortization Expenses

	Three months ended March 31,
	2006			2007			Increase		Percent Change
	(in thousands, except percentages)
Amortization	$	3,026		$	5,228		$	2,202	73	%
Percentage of revenues		18.8	%		17.1	%

Amortization expense for the three month period ended March 31, 2007 was $5.2 million compared to $3.0 million for the same period in 2006, an increase of $2.2 million, or 73%. Amortization expense in the three month period ended March 31, 2006 consists of amortization of finite-lived acquired intangible assets acquired as part of the 2005 Acquisition. Amortization expense in the three month period ended March 31, 2007 consists of amortization of finite-lived acquired intangible assets acquired as part of the 2005 Acquisition and amortization of the finite-lived acquired intangible assets acquired as part of the eFinancialGroup Acquisition.

Operating income

Operating income for the three months ended March 31, 2007 was $4.2 million compared to $2.0 million for the same period in 2006, an increase of $2.2 million, or 110%. This increase is a result of the increase in Dice revenues. The inclusion of the results of operations of eFinancialGroup in 2007 led to a reduction in operating income of $1.3 million.

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Interest expense

Interest expense for the three months ended March 31, 2007 was $2.3 million compared to $1.3 million for the same period in 2006, an increase of $1.0 million, or 77%. The increase in interest expense was due to a larger amount of borrowings outstanding in the three months ended March 31, 2007, on average, as compared to the same period in 2006 due to borrowings made in October 2006 to finance the eFinancialGroup Acquisition. We entered into our Amended and Restated Credit Facility in March 2007 and used the borrowings under the facility to pay the 2007 Dividend and to refinance the indebtedness outstanding under our prior credit facility. See “—Liquidity and Capital Resources.”

Income taxes

	Three months ended March 31,
	2006			2007
	(in thousands, except percentages)
Income from continuing operations before income taxes and minority interest	$	682		$	1,889
Income tax expense (benefit)		262			(1,070	)
Effective tax rate		38.4	%		(56.6	)%

Income tax benefit for the three month period ended March 31, 2007 was $1.1 million compared to income tax expense of $262,000 for the same period in 2006. The income tax benefit for the three month period ended March 31, 2007 was due to a tax deduction for payments to the holders of vested stock options in lieu of dividends of $4.6 million. As of December 31, 2006 and March 31, 2007, we had net operating loss carryforwards for federal income tax purposes of $49.6 million and $65.9 million, respectively. The carryforwards will begin to expire in 2011 if not used. We expect that all carryforwards will be utilized. A reconciliation of the federal statutory tax rate to the effective tax rate on continuing operations applicable to income before income tax expense (benefit) follows:

	March 31, 2006		March 31, 2007
Federal statutory rate	35.0	%	35.0	%
Tax effect of permanent items	—		(85.3	)%
State taxes, net of federal effect	3.4	%	(2.2	)%
Tax effect of foreign income	—		(4.1	)%
Effective tax rate	38.4	%	(56.6	)%

Minority interest in the net loss of subsidiary

Minority interest represents the minority investor’s percentage share of losses from our subsidiary, CyberMedia Dice, which is consolidated in our financial statements. CyberMedia Dice is our joint venture with CyberMedia (India) Limited, a leading publisher of content for technology professionals in India. We own 51% of CyberMedia Dice. The minority interest in net loss of subsidiary is zero at March 31, 2007 due to the minority investor’s equity balance being zero at December 31, 2006.

Discontinued operations

Discontinued operations represent the operations of MeasureUp, our subsidiary that provided certification test preparation and assessment products for technology professionals. All significant business activities of MeasureUp ceased on March 30, 2007. Accordingly, we now reflect the results of operations from this segment as discontinued operations for all periods presented. Income from discontinued operations, net of tax for the three

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month period ended March 31, 2007 was $4.9 million compared to a loss from discontinued operations, net of tax of $144,000 for the same period in 2006. The income for the three months ended March 31, 2007 resulted from a tax benefit of $5.5 million. As noted above, the MeasureUp segment was abandoned and the stock was deemed worthless, resulting in a tax deduction of our basis in the stock of $16.2 million being taken.

Year Ended December 31, 2006 Compared to the Year Ended December 31, 2005 (Combined)

The table below compares our results of operations for the year ended December 31, 2006 with the combined year ended December 31, 2005 (in thousands).

	Combined			Dice Holdings, Inc.
	Year Ended December 31, 2005			Year Ended December 31, 2006
Revenues	$	50,878		$	83,658
Operating expenses:
Cost of revenues		3,579			4,824
Product development		1,645			2,358
Sales and marketing		21,958			34,488
General and administrative		7,862			10,467
Depreciation		1,370			1,830
Amortization		5,416			13,092
Total operating expenses		41,830			67,059
Operating income		9,048			16,599
Other income (expense):
Interest expense		(2,034	)		(4,745	)
Interest income		518			191
Other income (expense)		(160	)		-
Income from continuing operations before income taxes and minority interest		7,372			12,045
Income tax expense		3,216			4,642
Minority interest in net loss of subsidiary		312			296
Income from continuing operations		4,468			7,699
Discontinued operations:
Loss from discontinued operations		(525	)		(1,462	)
Income tax expense from discontinued operations		200			541
Loss from discontinued operations, net of tax		(325	)		(921	)
Net income	$	4,143		$	6,778

Revenues

	Combined 2005		2006		Increase		Percent Change
	(in thousands, except percentages)
Revenues
Dice	$	48,986	$	77,285	$	28,299	58	%
eFinancialCareers		—		2,923		2,923	—
Other		1,892		3,450		1,558	82	%
Total revenues	$	50,878	$	83,658	$	32,780	64	%

Our revenues were $83.7 million in 2006 compared to $50.9 million in 2005, an increase of $32.8 million, or 65%. This increase can be attributed to a combination of organic growth and the eFinancialGroup Acquisition.

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We experienced organic growth in the Dice business of $28.5 million, or 58%, as a result of successful marketing efforts leading to new customers, as well as an increase in sales to existing customers both in the number of job postings and individual users of our databases as well as an increase in the price of our products. Our recruitment package customer count grew by 30% from December 31, 2005 to December 31, 2006. In addition, average revenue per recruitment package customer increased by 11% from 2005 to 2006. The increase in revenues resulting from the eFinancialGroup Acquisition was $3.3 million, of which $2.9 million relates to the international business and $400,000 relates to the U.S. business. The reduction in the carrying value of deferred revenue resulting from the 2005 Acquisition purchase accounting adjustments reduced revenue in 2005 and 2006 by $3.6 million and $2.1 million, respectively.

We expect revenues to continue to grow as we continue to grow the organic Dice business and expand the eFinancialGroup business that we acquired in 2006.

Cost of Revenues

	Combined 2005			2006			Increase		Percent Change
	(in thousands, except percentages)
Cost of revenues	$	3,579		$	4,824		$	1,245	35	%
Percentage of revenues		7.0	%		5.8	%

Cost of revenues consists primarily of employee salaries and related expenses for customer support personnel, system support costs and Internet connectivity and hosting costs. Our cost of revenues for the year ended December 31, 2006 were $4.8 million compared to $3.6 million in 2005, an increase of $1.2 million, or 35%. The increase was primarily due to an increase in salaries and benefits as a result of an increase in the number of network operations and customer support personnel we employed, which was needed in order to support an increase in the number of job postings and user activity. The inclusion of the results of operations of eFinancialGroup in 2006 led to a $271,000 increase.

We expect cost of revenues to increase in absolute dollar amounts as we continue to expand our business, but to remain relatively consistent as a percentage of revenues.

Product Development Expenses

	Combined 2005			2006			Increase		Percent Change
	(in thousands, except percentages)
Product development	$	1,645		$	2,358		$	713	43	%
Percentage of revenues		3.2	%		2.8	%

Product development expenses consist primarily of employee salaries and related expenses, consulting fees and computer systems related expenses required to improve or enhance our existing service offerings, but do not include the capitalization of major site and other product development efforts. These capitalized costs totaled $434,000 in 2006 and $547,000 in 2005 and are reflected in depreciation expense when amortized over future periods. Product development expenses for the year ended December 31, 2006 were $2.4 million compared to $1.6 million in 2005, an increase of $713,000, or 43%. An increase in product development research, salaries and related expenses and consulting expenses for Dice led to $426,000 of this increase. The inclusion of the results of operations of eFinancialGroup in 2006 led to $315,000 of this increase.

We expect product development to increase in absolute dollar amounts as we continue to develop new site features and functionality, particularly in the businesses we acquired during 2006. Product development expenses do not necessarily increase in proportion to revenues, but instead are affected by the enhancements that we choose to make to our websites each year.

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Sales and Marketing Expenses

	Combined 2005			2006			Increase		Percent Change
	(in thousands, except percentages)
Sales and marketing	$	21,958		$	34,488		$	12,530	57	%
Percentage of revenues		43.2	%		41.2	%

Sales and marketing expenses consist primarily of advertising, employee salaries, sales commissions and other costs related to our sales force and marketing personnel and promotional materials. Sales and marketing expenses for the year ended December 31, 2006 were $34.5 million compared to $22.0 million in 2005, an increase of $12.5 million, or 57%. The increase was primarily due to an increase in advertising and sales expenses for Dice. The inclusion of the results of operations of eFinancialGroup in 2006 led to $1.9 million of this increase.

Advertising costs for Dice were $18.8 million for the year ended December 31, 2006 compared to $12.3 million in 2005, an increase of $6.5 million, or 53%. This increase was primarily due to an increase in our online advertising spending and the number of email campaigns in 2006. We focus the majority of our marketing dollars on growing the number of professionals who visit our websites, which increases the attractiveness of our websites to our customers. We primarily use targeted marketing, rather than broad-based advertising, to increase our brand awareness, and to increase usage of our products and services among professionals.

In the case of Dice.com, a significant portion of our advertising and marketing spending is focused on increasing the number of professionals who visit Dice.com and the levels of activity on the website. We have significantly increased the amount we spend on online media, including banner advertisements and paid search programs in order to drive more traffic to the website. Much of this advertising spending is on technology-focused websites. The resulting increase in traffic has made the use of the website by customers more attractive as there are greater numbers of unique visitors who can view customers’ job postings and apply for their jobs. We have also increased the amount of spending on maintaining the loyalty of existing professionals who already use the website.

We have significantly increased the amount we spend to reach employers and recruiters who pay to use the website services. A majority of the spending increase is in direct mail and email campaigns focused on communicating the value proposition of our services to current and potential customers. This marketing effort has helped result in an increase in net recruitment package customers during the year ended December 31, 2006 of approximately 1,800 from approximately 5,800 at December 31, 2005 to 7,600 at December 31, 2006.

The salaries and benefits component of sales and marketing expense for Dice amounted to $6.1 million for the year ended December 31, 2006 compared to $4.3 million in 2005, an increase of $1.8 million, or 42%. This increase was primarily due to an increase in the number of sales personnel during the year ended December 31, 2006. Commissions and other incentive compensation paid to the Dice sales force was $6.2 million for the year ended December 31, 2006 compared to $4.5 million in 2005, an increase of $1.7 million, or 38%. These increased commissions were paid as a result of our revenue growth. The Dice sales force headcount increased from 53 at December 31, 2005 to 67 at December 31, 2006.

We expect sales and marketing expenses to increase in absolute dollar amounts, and potentially as a percentage of revenues, as we continue to expand our marketing programs to attract both highly qualified professionals in the occupational categories we serve as well as to attract new and retain current customers seeking to reach these professionals.

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General and Administrative Expenses

	Combined 2005			2006			Increase		Percent Change
	(in thousands, except percentages)
General and administrative	$	7,862		$	10,467		$	2,605	33	%
Percentage of revenues		15.5	%		12.5	%

General and administrative expenses consist primarily of employee salaries and related expenses for executive, administrative and accounting personnel, provision for uncollectible accounts, facilities costs, insurance costs and professional fees. General and administrative expenses for the year ended December 31, 2006 were $10.5 million compared to $7.9 million in 2005, an increase of $2.6 million, or 33%. The inclusion of the results of operations of eFinancialGroup in 2006 led to $828,000 of this increase. The remainder of this increase was primarily due to an increase in stock-based compensation of $1.2 million.

We expect general and administrative expenses to increase in absolute dollar amounts and to increase as a percentage of revenues. Operating as a public company will present additional management and reporting requirements that will significantly increase our directors’ and officers’ liability insurance premiums and professional fees both in absolute dollars and as a percentage of revenues. We also anticipate hiring additional personnel to help manage future growth and our operations as a public company.

Depreciation Expenses

	Combined 2005			2006			Increase		Percent Change
	(in thousands, except percentages)
Depreciation	$	1,370		$	1,830		$	460	34	%
Percentage of revenues		2.7	%		2.2	%

Depreciation expense for the year ended December 31, 2006 was $1.8 million compared to $1.4 million in 2005, an increase of $460,000, or 34%. The increase was due to an increase in depreciable fixed assets capitalized during 2006 compared to 2005.

Amortization Expenses

	Combined 2005			2006			Increase		Percent Change
	(in thousands, except percentages)
Amortization	$	5,416		$	13,092		$	7,676	142	%
Percentage of revenues		10.6	%		15.6	%

Amortization expense in the combined 2005 period consisted of amortization of finite-lived acquired intangible assets realized as part of the 2005 Acquisition. Amortization expense for the year ended December 31, 2006 was $13.1 million compared to $5.4 million in 2005, an increase of $7.7 million, or 142%. Amortization expense increased in the last four months of 2005 by $2.9 million from $1.3 million to $4.2 million from the eight month period ended August 31, 2006 as a result of the 2005 Acquisition. Amortization expense in 2006 consists of amortization of finite-lived acquired intangible assets acquired as part of the 2005 Acquisition of $11.5 million and the inclusion in our results of operations of $1.6 million of amortization on the finite-lived acquired intangible assets realized as part of the eFinancialGroup Acquisition.

Operating income

Operating income for the year ended December 31, 2006 was $16.6 million compared to $9.0 million in 2005, an increase of $7.6 million, or 84%. This increase is a direct result of increased revenues from 2005 to 2006. The reduction in the carrying value of deferred revenue resulting from the 2005 Acquisition purchase accounting adjustments reduced operating income in 2005 and 2006 by $3.6 million and $2.1 million, respectively.

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Interest expense

Interest expense relates primarily to the interest on our prior revolving credit facility. Interest expense for the year ended December 31, 2006 was $4.7 million compared to $2.0 million in 2005, an increase of $2.7 million, or 135%. The increase in interest expense was due to a larger amount of borrowings outstanding in 2006, on average, as compared to 2005 primarily to finance the 2005 Acquisition and the eFinancialGroup Acquisition.

Interest expense increased in the last four months of 2005 by $2.0 million as compared to the first eight months of 2005 as a result of borrowings made to finance the 2005 Acquisition.

We expect an increase in interest expense over the short-term as a result of borrowings under our Amended and Restated Credit Facility in the 2007 Financing.

Income taxes

	Eight Months Ended August 31, 2005			Four Months Ended December 31, 2005			2006
	(in thousands, except percentages)
Income from continuing operations before income taxes	$	9,928		$	2,556		$	12,045
Income tax expense (benefit)		4,155			939			4,642
Federal statutory rate		35.0			35.0			35.0
State taxes, net of federal benefit		—			1.7			4.2
Permanent differences		4.0			—			—
Tax effect of foreign income		—			—			(0.7	)
Other		2.9			—			—
Effective tax rate		41.9	%		36.7	%		38.5	%

Income tax expense for the year ended December 31, 2006 was $4.6 million compared to a benefit of $939,000 for the four month period ended December 31, 2005, and tax expense of $4.2 million for the eight months ended August 31, 2005. The effective tax rate changed from 41.9% for the eight months ended August 31, 2005, to 36.7% for the four months ended December 31, 2005, and to 38.5% for the year ended December 2006. As of December 31, 2005 and 2006, we had net operating loss carryforwards for federal income tax purposes of $60.2 million and $49.6 million, respectively. The carryforwards will begin to expire in 2011 if not used. As of December 31, 2006, we expect that all carryforwards will be utilized and therefore we released the valuation allowance on deferred tax assets related to these carryforwards that was recorded in 2005. The increase in taxable income and the determination of limits under Section 382 of the Code contributed to the release of the valuation allowance in 2006.

Minority interest in the net loss of subsidiary

Minority interest represents the minority investor’s percentage share of losses from our subsidiary, CyberMedia Dice, which is consolidated in our financial statements. CyberMedia Dice is our joint venture with CyberMedia (India) Limited, a leading publisher of content for technology professionals in India. We own 51% of CyberMedia Dice. The joint venture was formed in September 2004 to launch an online technology job board for the posting of technology-related jobs based in India.

Discontinued operations

Discontinued operations represent the operations of MeasureUp, our subsidiary that provided certification test preparation and assessment products for technology professionals. All significant business activities of MeasureUp ceased on March 30, 2007. Accordingly, we now reflect the results of operations from this segment as discontinued operations for all periods presented. Loss from discontinued operations, net of tax for the year ended December 31, 2006 was $921,000 compared to $325,000 for the same period in 2005. The increase in the loss from 2005 to 2006 was primarily due to the impairment of MeasureUp’s intangible balances in 2006 of $1.0 million.

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Year Ended December 31, 2005 (Combined) Compared to the Year Ended December 31, 2004

The table below compares our results of operations for combined 2005 with the year ended December 31, 2004 (in thousands).

	Dice Holdings, Inc.			Combined
	Year Ended December 31, 2004			Year Ended December 31, 2005
Revenues	$	32,232		$	50,878
Operating expenses:
Cost of revenues		2,392			3,579
Product development		1,557			1,645
Sales and marketing		15,002			21,958
General and administrative		6,246			7,862
Depreciation		2,030			1,370
Amortization		1,378			5,416
Total operating expenses		28,605			41,830
Operating income		3,627			9,048
Other income (expense):
Interest expense		(44	)		(2,034	)
Interest income		237			518
Other income (expense)		(17	)		(160	)
Income from continuing operations before income taxes and minority interest		3,803			7,372
Income tax expense		2,162			3,216
Minority interest in net loss of subsidiary		—			312
Income from continuing operations		1,641			4,468
Discontinued operations:
Income (loss) from discontinued operations		267			(525	)
Income tax benefit (expense) from discontinued operations		(106	)		200
Income (loss) from discontinued operations, net of tax		161			(325	)
Net income	$	1,802		$	4,143

Revenues

	2004		Combined 2005		Increase		Percent Change
	(in thousands, except percentages)
Dice	$	32,232	$	48,986	$	16,754	52	%
Other		—		1,892		1,892	—
Total revenues	$	32,232	$	50,878	$	18,646	58	%

Our revenues for the year ended December 31, 2005 were $50.9 million compared to $32.2 million in 2004, an increase of $18.6 million, or 58%. This increase in revenues was due to growth in all of our businesses. The Dice business generated $16.6 million of the increase. Due to our successful marketing efforts, we had an

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increase in new customers as well as an increase in sales to existing customers. We saw an increase in both the number of job postings and individual users of our databases. Our recruitment package customer count grew by 39% from December 31, 2004 to December 31, 2005. In addition, the average revenue per recruitment package customer increased by 12% from 2004 to 2005. Other revenues consist of revenues from Targeted Job Fairs, which we acquired in January 2005. The reduction in the carrying value of deferred revenue resulting from the 2005 Acquisition purchase accounting adjustments reduced revenue in 2005 by $3.6 million.

Cost of Revenues

	2004			Combined 2005			Increase		Percent Change
	(in thousands, except percentages)
Cost of revenues	$	2,392		$	3,579		$	1,187	50	%
Percentage of revenues		7.4	%		7.0	%

Our cost of revenues for the year ended December 31, 2005 was $3.6 million compared to $2.4 million in 2004, an increase of $1.2 million, or 50%. The increase in cost of revenues was due to an increase in salaries and benefits costs resulting from an increase in personnel, which was required to support our increase in customers. Cost of revenues remained fairly consistent as a percentage of revenue from 2004 to 2005.

Product Development Expenses

	2004			Combined 2005			Decrease		Percent Change
	(in thousands, except percentages)
Product development	$	1,557		$	1,645		$	88	6	%
Percentage of revenues		4.8	%		3.2	%

Our product development expenses for the year ended December 31, 2005 were $1.6 million compared to $1.6 million in 2004, an increase of $88,000, or 6%. Product development expenses from 2004 to 2005 were relatively flat because our projects to improve or enhance existing service offerings were not significantly different from 2004 to 2005. Product development expenses do not include required capitalization of major website and other product development efforts. These capitalized costs totaled $547,000 and $494,000 in 2005 and 2004, respectively, and are reflected in depreciation expense when amortized in future periods.

Sales and Marketing Expenses

	2004			Combined 2005			Increase		Percent Change
	(in thousands, except percentages)
Sales and marketing	$	15,002		$	21,958		$	6,956	46	%
Percentage of revenues		46.5	%		43.2	%

Our sales and marketing expenses for the year ended December 31, 2005 were $22.0 million compared to $15.0 million in 2004, an increase of $7.0 million, or 46%. The increase in sales and marketing expenses from 2004 to 2005 was due to an increase in advertising costs and sales costs. Advertising costs for Dice were $12.3 million for the year ended December 31, 2005 compared to $8.4 million in 2004, an increase of $3.9 million, or 46%. This increase was primarily due to an increase in search engine marketing and other online advertising. Commissions and other incentive compensation paid to Dice sales personnel was $4.5 million for the year ended December 31, 2005 compared to $2.8 million in 2004, an increase of $1.7 million, or 61%. Salaries and related benefits for sales and marketing personnel for Dice were $4.3 million for the year ended December 31, 2005 compared to $3.6 million in 2004, an increase of $704,000, or 19%. These increases were due to an increase in the number of sales and marketing personnel added during the year ended December 31, 2005, and increased commissions paid as a result of growing our customer base.

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General and Administrative Expenses

	2004			Combined 2005			Increase		Percent Change
	(in thousands, except percentages)
General and administrative	$	6,246		$	7,862		$	1,616	26	%
Percentage of revenues		19.4	%		15.5	%

Our general and administrative expenses for the year ended December 31, 2005 were $7.9 million compared to $6.2 million in 2004, an increase of $1.6 million, or 26%. The increase in general and administrative expenses from 2004 to 2005 was primarily due to an increase in salaries and benefits of $624,000 due to additional personnel. The remainder of the increase is due to small increases in insurance, facilities rental and professional fees.

Depreciation Expenses

	2004			Combined 2005			Decrease			Percent Change
	(in thousands, except percentages)
Depreciation expense	$	2,030		$	1,370		$	(660	)	33	%
Percentage of revenues		6.3	%		2.7	%

Our depreciation expense for the year ended December 31, 2005 was $1.4 million compared to $2.0 million in 2004, a decrease of $660,000, or 33%. This decrease resulted from average lower depreciable fixed asset balances during 2005 as compared to 2004, resulting in part from the 2005 Acquisition.

Amortization Expenses

	2004			Combined 2005			Increase		Percent Change
	(in thousands, except percentages)
Amortization expense	$	1,378		$	5,416		$	4,038	293	%
Percentage of revenues		4.3	%		10.6	%

Our amortization expense for the year ended December 31, 2005 was $5.4 million compared to $1.4 million in 2004, an increase of $4.0 million, or 293%. The increase is due to $52.4 million of finite-lived acquired intangible assets realized in the 2005 Acquisition, including intangibles for existing technology, trade name/trademark, customer contracts and job seeker relationships. Amortization expense increased in the last four months of 2005 by $2.9 million from $1.3 million to $4.2 million from the eight month period ended August 31, 2006 as a result of the 2005 Acquisition.

Operating income

Our operating income for the year ended December 31, 2005 was $9.0 million compared to $3.6 million in 2004, an increase of $5.4 million, or 150%. This increase is a direct result of increased revenues from 2004 to 2005. The reduction in deferred revenue resulting from the 2005 Acquisition purchase accounting adjustments reduced operating income in 2005 by $3.6 million.

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Income taxes

	Dice Inc.						Dice Holdings, Inc.
	Year ended December 31, 2004			Period ended August 31, 2005			Period ended December 31, 2005
	(in thousands, except percentages)
Income from continuing operations before income taxes	$	3,803		$	9,928		$	(2,556	)
Income tax expense		2,162			4,155			(939	)
Federal statutory rate		35.0	%		35.0	%		35.0	%
State taxes, net of federal benefit		4.7			—			1.7
Permanent differences		11.7			4.0			—
Other		5.4			2.9			—
Effective tax rate		56.8	%		41.9	%		36.7	%

The 2005 Acquisition affects the comparability of the effective tax rates in 2004 and 2005. The effect of alternative minimum tax credits and lower taxable income affected our tax rates. As of December 31, 2004, August 31, 2005 (the date of the 2005 Acquisition) and December 31, 2005, we had net operating loss carryforwards for federal income tax purposes of $69.1 million, $56.3 million and $60.2 million, respectively. We recorded a valuation allowance on the deferred tax assets related to the carryforwards as of each period due to the uncertainty that these assets would be realized in the future.

Discontinued operations

Discontinued operations represent the operations of MeasureUp, our subsidiary that provided certification test preparation and assessment products for technology professionals. All significant business activities of MeasureUp ceased on March 30, 2007. Accordingly, we now reflect the results of operations from this segment as discontinued operations for all periods presented. Loss from discontinued operations, net of tax for the year ended December 31, 2005 was $325,000 compared to income from discontinued operations, net of tax of $161,000 in 2004. The reduction of income from discontinued operations in 2004 to a loss in 2005 was due to a decrease in revenues.

Liquidity and Capital Resources

Our cash flows for the twelve months ended December 31, 2005 represent the cash flows for Dice Inc. from January 1, 2005 to August 31, 2005, when it was owned by our prior stockholders, and the cash flows for Dice Holdings, Inc. from June 28, 2005 (inception) to December 31, 2005. For the period from inception to August 31, 2005, the date of the 2005 Acquisition, Dice Holdings, Inc. did not generate any cash flows. We have shown our cash flows for the periods ended December 31, 2004, August 31, 2005, December 31, 2005 and 2006 and March 31, 2006 and 2007 in the table below.

	Dice Inc.						Dice Holdings, Inc.
	Year Ended December 31, 2004			Eight months ended August 31, 2005			Four months ended December 31, 2005			Year Ended December 31, 2006			Three months ended March 31, 2006			Three months ended March 31, 2007
	(in thousands)
Cash provided by operating activities	$	14,017		$	16,542		$	7,488		$	39,184		$	9,571		$	14,594
Cash provided by (used in) investing activities		(9,597	)		5,132			(164,764	)		(66,441	)		(927	)		(646	)
Cash provided by (used in) financing activities		(411	)		(61	)		160,381			27,964			(9,000	)		(12,739	)

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We have financed our operations primarily through cash provided by operating activities, private sales of our Series A convertible preferred stock and the use of our prior credit facility. At March 31, 2007, we had cash, cash equivalents and marketable securities of $8.3 million compared to $6.7 million at March 31, 2006. At December 31, 2006, we had $6.7 million of cash, cash equivalents and marketable securities, compared to $4.9 million, $35.8 million and $23.1 million at December 31, 2005, August 31, 2005 and December 31, 2004, respectively. Marketable securities are comprised of highly liquid debt instruments of the U.S. government and government agencies and corporate debt securities.

Our principal sources of liquidity are cash, cash equivalents and marketable securities, as well as the cash flow that we generate from our operations. At December 31, 2006, we had $21.0 million of borrowing capacity under our prior credit facility. At March 31, 2007 we had $9.0 million in borrowing capacity under our Amended and Restated Credit Facility. We believe that our existing cash, cash equivalents, marketable securities, cash generated from operations and available borrowings under our Amended and Restated Credit Facility will be sufficient to satisfy our currently anticipated cash requirements through at least the next 12 months and the foreseeable future thereafter. Our liquidity could be negatively affected by a decrease in demand for our products and services. In addition, we may make acquisitions and may need to raise additional capital through future debt financings or equity offerings to the extent necessary to fund such acquisitions.

Three months ended March 31, 2007 compared to the three months ended March 31, 2006

Operating Activities

Net cash provided by operating activities primarily consists of net income adjusted for certain non-cash items, including depreciation, amortization, changes in deferred tax assets and liabilities, stock-based compensation, and the effect of changes in working capital. Net cash provided by operating activities was $9.6 million and $14.6 million for the three month periods ended March 31, 2006 and 2007, respectively. The increase in cash provided by operating activities during these periods was primarily due to increased sales. The increase in net income is primarily related to higher revenue, due to an increase in the number of customers and an increase in the price charged for recruitment packages and job postings. Net income is also higher due to the tax benefits realized from our discontinued operations. Cash provided by working capital changes was $5.5 million and $7.5 million for the three month periods ended March 31, 2006 and 2007, respectively. The trend of increasing cash provided by working capital primarily results from the increase in deferred revenue and the decrease in accounts receivable.

Investing Activities

Cash used in investing activities during the three month periods ended March 31, 2006 and 2007 of $927,000 and $646,000, respectively, were primarily attributable to capital expenditures. Capital expenditures are generally comprised of computer hardware, software, and website development costs. Capital expenditures are expected to be approximately $3.5 million for the remainder of 2007.

Financing Activities

Cash used in financing activities during the three month period ended March 31, 2006 of $9.0 million was attributable to repayments made under our credit facility. Cash used in financing activities during the three month period ended March 31, 2007 of $12.7 million was due to dividends paid and cash payments in lieu of dividends totaling $112.5 million, payments under our credit facilities of $11.0 million, payments for financing costs of $2.2 million, offset by proceeds from our Amended and Restated Credit Facility of $113.0 million.

Year Ended December 31, 2006 compared to the periods ended December 31, 2005, August 31, 2005, and December 31, 2004

Operating Activities

Net cash provided by operating activities was $14.0 million, $16.5 million, $7.5 million and $39.2 million for the periods ended December 31, 2004, August 31, 2005, December 31, 2005 and December 31, 2006,

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respectively. The increase in cash provided by operating activities during these periods was primarily due to increased sales generated by us. The increase in net income is primarily related to higher revenue, due to an increase in the number of customers and an increase in the price charged for recruitment packages and job postings. Cash provided by working capital changes was $6.4 million, $4.4 million, $5.4 million and $12.5 million for the periods ended December 31, 2004, August 31, 2005, December 31, 2005 and December 31, 2006, respectively. The trend of increasing cash provided by working capital primarily results from the increase in deferred revenue.

The increase in accounts receivable from December 31, 2005 to December 31, 2006 of $9.9 million is due primarily to the eFinancialGroup Acquisition, which added accounts receivable of $5.4 million at December 31, 2006. Our accounts receivable also increased during this period due to an increase in billings in Dice’s organic business of $4.2 million, or 77%. The increase in accounts receivable for the organic business was due primarily to revenue growth experienced by Dice from 2005 to 2006 of 62%. The percentage increase of accounts receivable is greater than the increase in the revenue growth due to the significant level of billings in December 2006. Collection time has not changed materially from December 31, 2005 to the present.

Investing Activities

Cash used in investing activities during the year ended December 31, 2006 of $66.4 million was primarily attributable to $63.2 million of cash used, net of cash received from the sale of eFinancialNews to consummate the eFinancialGroup Acquisition.

Cash used in investing activities during the four months ended December 31, 2005 of $164.8 million was primarily attributable to cash used by Dice Holdings, Inc. in connection with the 2005 Acquisition.

Cash provided by investing activities during the eight months ended August 31, 2005 totaled $5.1 million, which was attributable to sales of marketable securities of $13.9 million offset by purchases of marketable securities of $4.8 million, capital expenditures of $2.1 million and cash paid for ClearanceJobs.com and Targeted Job Fairs of $1.9 million.

Cash used in investing activities during the year ended December 31, 2004 totaled $9.6 million, which was primarily attributable to purchases of marketable securities of $10.7 million and capital expenditures of $1.6 million offset by sales of marketable securities of $2.6 million.

Capital expenditures are generally comprised of computer hardware, software, and website development costs. Capital expenditures were $2.7 million, $582,000, $2.1 million and $1.0 million for the year ended December 31, 2006, the four months ended December 31, 2005, the eight months ended August 31, 2005 and the year ended December 31, 2004, respectively. Capital expenditures are expected to be approximately $4.0 million in 2007 for computer hardware, software and website development costs.

Financing Activities

Cash provided by financing activities during the year ended December 31, 2006 of $28.0 million was attributable to borrowings of $77.0 million under our prior credit facility less repayments made under the revolving credit facility of $37.0 million and dividends paid of $11.2 million.

Cash provided by financing activities during the four months ended December 31, 2005 of $160.4 million was attributable to the issuance of shares of Series A convertible preferred stock of $111.8 million in connection with the 2005 Acquisition, borrowings under our prior credit facility of $60.0 million, partially offset by payments under our revolving credit facility of $11.0 million.

We do not have any special purpose entities and other than operating leases for office space, as described below, we do not engage in off-balance sheet financing arrangements.

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Financings and Capital Requirements

In connection with the 2005 Acquisition, we issued 111,800 shares of Series A convertible preferred stock and 200 shares of common stock for consideration of $111.8 million and borrowed $60.0 million under our prior credit facility. In October 2006, a dividend of $11.2 million was paid to holders of our Series A convertible preferred stock, which was financed by borrowings under the prior revolving credit facility. In October 2006, in connection with the eFinancialGroup Acquisition, we issued 7,872 shares of our Series A convertible preferred stock valued at $25.2 million and borrowed $67.0 million under our prior credit facility. In March 2007, we borrowed $113.0 million to pay dividends to our stockholders and make payments to holders of vested options.

Amended and Restated Credit Facility

On March 21, 2007, we entered into our Amended and Restated Credit Facility. Our Amended and Restated Credit Facility provides for a revolving facility of $75 million and a term loan facility of $125 million, which mature on March 21, 2012. Quarterly payments of $250,000 on the term loan are due beginning on October 1, 2007. We may prepay our revolving facility or the term loan facility at any time without penalty. Payments of principal on the term loan facility result in permanent reductions to that facility.

Immediately prior to entering into the Amended and Restated Credit Facility, we had $81.0 million outstanding under our prior facility. On March 21, 2007, we borrowed an additional $113.0 million under the Amended and Restated Credit Facility, resulting in total borrowings of $194.0 million. Borrowings under our Amended and Restated Credit Facility bear interest, at our option, at either a LIBOR rate plus 3.25% or a reference rate plus 1.75%.

Our existing and future domestic subsidiaries unconditionally guaranteed our borrowings under the Amended and Restated Credit Facility. The obligations under the Amended and Restated Credit Facility and the guarantees are secured by substantially all of the personal assets of each of the borrowers and guarantors.

Our Amended and Restated Credit Facility also contains certain financial covenants, including the following:

• Senior Leverage Ratio, which requires our ratio of senior debt to adjusted EBITDA for the most recently completed 12 months to exceed certain thresholds. The senior leverage ratio is tested on a quarterly basis. As of March 31, 2007, our senior leverage ratio was required to be no greater than 5.50%.

• Fixed Charge Coverage Ratio, which requires our ratio of (i) adjusted EBITDA for the most recently completed 12 months less income tax expense and capital expenditures to (ii) the sum of scheduled debt repayments and net interest expense to be in excess of certain thresholds. The fixed charge coverage ratio is tested on a quarterly basis. As of March 31, 2007 our fixed charge coverage ratio was required to be in excess of 1.25:1.00.

• Minimum Adjusted EBITDA, requires our adjusted EBITDA for the most recently completed 12 months to exceed certain thresholds if our senior leverage ratio is greater than or equal to 3.0:1.0. Minimum Adjusted EBITDA is tested on a quarterly basis. As of March 31, 2007, our minimum adjusted EBITDA was required to be $38 million.

We are also subject to a cap on annual capital expenditures and are limited in our ability to make certain acquisitions and to hedge currency and interest rate risks. As of March 31, 2007, we were in compliance with all of the financial and other covenants under our Amended and Restated Credit Facility. For further information on these covenants, including the actual ratio amounts as of March 31, 2007, See “—EBITDA and Adjusted EBITDA.” To the extent we repay a significant amount of the principal outstanding under the our Amended and Restated Credit Facility, some of the financial and other covenants contained in our Amended and Restated Credit Facility will be relaxed.

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Our Amended and Restated Credit Facility contains customary events of default, including, but not limited to, non-payment of principal, interest, fees, or other amounts when due; violation of certain covenants; failure of any representation or warranty to be true in all material respects when made or deemed made; cross-default and cross-acceleration to certain indebtedness; certain ERISA events; change of control, including if our Principal Stockholders collective ownership in us is less than 20%; dissolution, insolvency and bankruptcy events; material judgments; and actual or asserted invalidity of the guarantees or security documents. Some of these events of default allow for grace periods and materiality qualifiers.

Commitments and Contingencies

The following table presents certain minimum payments due under contractual obligations with minimum firm commitments as of March 31, 2007:

	Payments by period
	Total		April 1- December 31, 2007		2008 -2009		2010 -2011		Thereafter
	(in thousands)
Term loan facility	$	125,000	$	250	$	2,000	$	2,000	$	120,750
Revolving credit facility		66,000		—		—		—		66,000
Operating lease obligations		2,386		602		1,095		689		—
Total contractual obligations	$	193,386	$	852	$	3,095	$	2,689	$	186,750

We make commitments to purchase advertising from online vendors which we pay for on a monthly basis. We have no long-term obligations to purchase a fixed or minimum amount with these vendors.

Our principal commitments consist of obligations under operating leases for office space and equipment. See note 9 “Commitments and Contingencies” in our consolidated financial statements for the year end December 31, 2006, which are included elsewhere in this prospectus, for additional information related to our operating leases.

As of March 31, 2007, we had $191.0 million outstanding under our Amended and Restated Credit Facility. Interest payments are due monthly on a portion of the facility and at varying, specified periods (to a maximum of three months) for the remaining portion. See note 8 “Indebtedness” in our consolidated financial statements for the year end December 31, 2006, which are included elsewhere in this prospectus, for additional information related to our revolving facility.

Future interest payments on our term loan and revolving facilities are variable due to our interest rate being based on LIBOR or a reference rate. Assuming a rate of 8.85%, interest payments on our term loan facility in 2007, 2008-2009, 2010-2011, and 2012 would be $8.3 million, $21.9 million, $21.7 million, and $8.1 million, respectively.

Adjusted EBITDA

Adjusted EBITDA is a metric used by management to measure our liquidity. Adjusted EBITDA, as defined in our Amended and Restated Credit Facility, is net income (loss) before interest expense, interest income, income tax expense, depreciation and amortization further adjusted to eliminate non-cash stock compensation expense and extraordinary or nonrecurring non-cash charges or expenses, and to add back the deferred revenue written off in connection with the 2005 Acquisition and the eFinancialGroup Acquisition purchase accounting adjustments. Adjusted EBITDA provides investors information related to our ability to provide cash flows to meet future debt service, capital expenditures and working capital requirements and fund future growth.

We present Adjusted EBITDA as a supplemental liquidity measure because we believe that it provides our board of directors, management and investors with additional information to measure our liquidity by excluding potential differences caused by variations in capital structures (affecting interest expense) and tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses), and to estimate our value.

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Adjusted EBITDA is also presented because covenants in our Amended and Restated Credit Facility contain ratios based on this measure. Our Amended and Restated Credit Facility is material to us because it is one of our primary sources of liquidity. If our Adjusted EBITDA were to decline below certain levels, covenants in our Amended and Restated Credit Facility that are based on Adjusted EBITDA may be violated and could cause, among other things, an inability to incur further indebtedness under the Amended and Restated Credit Facility and in certain circumstances a default or mandatory prepayment under our Amended and Restated Credit Facility. As of March 31, 2007, our maximum senior leverage ratio is required to be less than 5.50:1.00. The senior leverage ratio is calculated as the ratio of senior indebtedness to Adjusted EBITDA, each as defined in our Amended and Restated Credit Facility. In addition, our minimum fixed charge coverage ratio is required to be no less than 1.25:1.00. Fixed charge coverage ratio is defined as Adjusted EBITDA less income tax expense less capital expenditures divided by scheduled debt repayments and commitment reductions, as defined in the Amended and Restated Credit Facility, less interest expense. Minimum Adjusted EBITDA for the twelve month period ended March 31, 2007 is required to be at least $38,000,000. As of and for the twelve month period ended March 31, 2007, our actual senior leverage ratio was 4.28:1.00, our actual fixed charge coverage ratio was 7.14:1.00 and our actual Adjusted EBITDA was $44,633,000. For the twelve month period ended March 31, 2007, Adjusted EBITDA in our Amended and Restated Credit Facility includes certain pro forma adjustments related to the eFinancialGroup Acquisition and MeasureUp, and excludes the results of CyberMedia Dice, each as defined in the Amended and Restated Credit Facility.

We also use Adjusted EBITDA for internal monitoring and planning, including preparation of annual budgets and analyzing investment decisions, to analyze our performance and to calculate amounts of performance based compensation under the senior management incentive bonus program.

Adjusted EBITDA is not a measurement of our liquidity under U.S. GAAP and should not be considered as an alternative to cash flow from operating activities as a measure of our liquidity.

We understand that although Adjusted EBITDA is frequently used by securities analysts, lenders and others in their evaluation of companies, Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our liquidity or results as reported under U.S. GAAP. Some of these limitations are:

• Adjusted EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

• Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

• Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and

• Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

To compensate for these limitations, management evaluates our liquidity by considering the economic effect of the excluded expense items independently as well as in connection with its analysis of cash flows from operations and through the use of other financial measures, such as capital expenditure, budget variances, investment spending levels and return on capital analysis.

Foreign Exchange Risk

As a result of the eFinancialGroup Acquisition on October 31, 2006, we conduct business through an additional 14 websites around the world, with the majority of our foreign operations conducted in the United Kingdom. For the year ended December 31, 2006, less than 5% of our revenues (approximately 18% on a pro forma basis) were earned outside the United States and collected in local currency. In the future, the percentage of our revenues earned outside the United States will increase due to having a full year of eFinancialGroup operating

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results included in our results of operations. Accordingly, we will be subject to risk for exchange rate fluctuations between such local currencies and the dollar. We currently do not hedge currency risk, but we expect to do so in the future. However, our Amended and Restated Credit Facility limits our ability to hedge currency risk.

The financial statements of our non-U.S. subsidiaries are translated into U.S. dollars using current exchange rates, with gains or losses included in the cumulative translation adjustment account, which is a component of stockholders’ equity. During the three months ended March 31, 2007 and the year ended December 31, 2006 our cumulative translation adjustment totaled $2.1 million and $1.8 million, respectively, primarily attributable to the weakening of the U.S. Dollar against the British Pound.

Interest Rate Risk

We have interest rate risk primarily related to borrowings under our Amended and Restated Credit Facility. Borrowings under our Amended and Restated Credit Facility bear interest, at our option, at either a LIBOR rate plus 3.25% or a reference rate plus 1.75%. As of March 31, 2007, we had outstanding borrowings of $191.0 million under our Amended and Restated Credit Facility. If interest rates increased by 1.0%, our annual interest expense on our current borrowings would increase by approximately $1.9 million, as of March 31, 2007. We also have interest rate risk related to our portfolio of marketable securities. Our marketable securities will produce less income than expected if market interest rates fall.

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 does not impose fair value measurements on items not already accounted for at fair value; rather it applies, with certain exceptions, to other accounting pronouncements that either require or permit fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We are currently evaluating the impact of adopting SFAS 157 on our consolidated financial statements.

In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with SFAS No. 109, “Accounting for Income Taxes” (“SFAS 109”), and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a return. We adopted FIN 48 on January 1, 2007. As a part of the implementation of FIN 48, we undertook a comprehensive review of our portfolio of uncertain tax positions in accordance with recognition standards established by FIN 48. An uncertain tax position represents our expected treatment of a tax position taken in a filed tax return, or planned to be taken in a tax return not yet filed, that has not been reflected in measuring income tax expense for financial reporting purposes. The adoption of FIN 48 resulted in a decrease to retained earnings by approximately $230,000 and an increase in accrued expenses for uncertain tax positions and related interest by a corresponding amount. Additionally, goodwill and accrued expenses were increased for uncertain tax positions by approximately $4.0 million to reflect the measurement under the rules of FIN 48 of an uncertain tax position related to previous business combinations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings at each subsequent reporting date. SFAS 159 is effective for fiscal years beginning after December 15, 2007. We are currently evaluating the impact of adopting SFAS 159 on our consolidated financial statements.

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BUSINESS

Overview

We are a leading provider of specialized career websites for select professional communities. We target employment categories in which there is a scarcity of highly skilled, highly qualified professionals relative to market demand. Our career websites serve as online marketplaces where employers and recruiters find and recruit prospective employees, and where professionals find relevant job opportunities and information to further their careers. Each of our career websites offers job listings, content, career development and recruiting services tailored to the specific needs of the professional community that it serves. Our largest websites by revenue are Dice.com, the leading career website in the United States for technology professionals, and eFinancialCareers.com, the leading global career website for capital markets and financial services professionals.

The Dice service has operated for 16 years, and recently we acquired eFinancialCareers.com, which has been in operation for almost seven years. Through this strategic acquisition, we have been able to extend our operations into additional specialized career websites serving the financial and accounting sectors, expand our presence internationally into Europe and Asia, and broaden our expertise in content and community features. eFinancialCareers.com operates 14 career websites in five languages for capital markets and financial services professionals in the United Kingdom, Continental Europe, North America, the Persian Gulf States, Southeast Asia and Australia.

We believe that as recruiting activities migrate online and the global workforce becomes increasingly specialized, both professionals and employers are demanding access to industry and occupation-specific online recruiting services and career content. Professionals use our websites at no cost to manage their careers by posting their resumes and searching our large and growing collections of job postings. Employers, recruiters and staffing firms pay us to post job listings and to access our databases of resumes of highly experienced and qualified professionals. The majority of our revenues are derived from customers who purchase our recruitment packages, which are available through monthly or longer-term contractual arrangements and allow customers to both post job listings and search our databases of resumes.

We believe that our long operating history has enabled us to build brand recognition and a critical mass of both customers and professionals, which has given us a distinct competitive advantage in our employment categories. As the breadth and number of job listings and skilled professionals using our websites has grown, the increase of each has fostered the growth of the other, further enhancing the value and scale of our marketplaces.

We operate the following websites, each of which focuses on different career sectors or geographic regions:

• Dice.com, the leading recruiting and career development website for technology and engineering professionals in the United States. During April 2007, Dice.com had approximately 2.1 million unique visitors, an increase of 19% since April 2006, and as of May 9, 2007, approximately 100,000 job postings.

• eFinancialCareers.com, the leading global recruiting and career development network of websites for capital markets and financial services professionals, headquartered in the United Kingdom and serving the financial services industry in various markets around the world. During April 2007, eFinancialCareers.com had approximately 1.2 million unique visitors worldwide, including visitors who came to more than one site in the network during the month, an increase of 46% since April 2006, and as of May 9, 2007, approximately 11,000 job postings.

• JobsintheMoney.com, a leading recruiting and career development website for accounting and finance professionals in the United States. During April 2007, JobsintheMoney.com had approximately 220,000 unique visitors, an increase of 11% since April 2006, and as of May 9, 2007, approximately 2,000 job postings.

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• ClearanceJobs.com, the leading recruiting and career development website for professionals with active U.S. government security clearances. During April 2007, ClearanceJobs.com had approximately 109,000 unique visitors, an increase of over 60% since April 2006, and as of May 9, 2007, approximately 3,800 job postings.

• CybermediaDice.com, the largest targeted vertical career website for technology professionals in India. During April 2007, CybermediaDice.com had approximately 110,000 unique visitors, and as of May 9, 2007, approximately 13,000 job postings. We own 51% of CybermediaDice.com, a joint venture with CyberMedia Limited, one of South Asia’s largest specialist media publishers.

We also operate Targeted Job Fairs, a leading producer and host of career fairs and open houses focused primarily on technology and security-cleared candidates in the United States. Generally, these career fairs are co-marketed in conjunction with our specialized websites to target the professionals in the communities we serve.

We have experienced significant revenue growth since 2004. We generated revenues from continuing operations of $83.7 million in 2006, up from $32.2 million in 2004, representing a CAGR of 61%, and we grew our operating income and cash flow from operations from $3.6 million and $14.0 million to $16.6 million and $39.2 million, representing a CAGR of 115% and 67%, respectively, over the same period.

Our Company

Through our predecessors, we have been in the technology recruiting and career development business for 16 years. In 1999, the Dice service was acquired by Earthweb Inc., an Internet technology content provider, which at the time of the acquisition was a publicly held company with its common stock traded on the Nasdaq National Market. During 2000, Earthweb Inc. (which subsequently changed its name to Dice Inc.) made a strategic decision to focus on technology recruiting and career development and exited the technology content-based business.

From its inception through 2003, Dice sustained net operating losses and negative cash flows and during that period was primarily dependent upon its ability to raise debt and equity financing through public or private offerings in order to fund its operations. In addition, beginning in 2001, Dice’s liquidity issues worsened as a result of a decline in the demand for Dice’s products and services stemming from the downturn in the general labor market and more specifically in the technology labor market and due to the significant amount of indebtedness Dice’s predecessor had incurred. As a result, Dice began pursuing discussions with the largest holder of Dice’s then outstanding debt securities regarding a pre-packaged Chapter 11 plan of reorganization under the United States Bankruptcy Code.

On February 14, 2003, Dice Inc. filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code with respect to its pre-packaged plan of reorganization. The Joint Plan of Reorganization was confirmed by the Bankruptcy Court on June 24, 2003, and became effective on June 30, 2003. In accordance with the Joint Plan of Reorganization, Dice’s pre-bankruptcy debt securities were eliminated in exchange for 95% of the common stock of the reorganized Dice, with the remaining 5% of this common stock issued to the 130 largest holders of Dice’s pre-bankruptcy capital stock. The Dice stockholders who were not among the 130 largest holders received a pro rata allocation of $50,000. Under the Joint Plan of Reorganization all of Dice’s pre-bankruptcy capital stock, options and debt securities were cancelled upon its emergence from bankruptcy and Dice emerged from bankruptcy as a privately-held company.

In September 2004, Dice Inc. acquired substantially all of the assets of ClearanceJobs.com, the leading recruiting and career development website for professionals with active U.S. Government security clearances, and in January 2005, acquired substantially all of the assets of Targeted Job Fairs, a leading producer and host of career fairs and open houses for technology and engineering and security-cleared candidates.

Dice Holdings, Inc. was incorporated on June 28, 2005 by investment funds organized by the General Atlantic Stockholders and the Quadrangle Stockholders. On August 31, 2005, Dice Holdings, Inc. purchased all

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of the outstanding common stock of Dice Inc. from its stockholders, and Dice Inc. became its wholly-owned subsidiary. Dice Holdings, Inc. is a holding company and its assets consist substantially of the capital stock of its three operating subsidiaries, Dice, eFinancialGroup and JobsintheMoney.

On October 31, 2006, Dice Holdings, Inc. acquired all of the outstanding capital stock of eFinancialGroup. eFinancialGroup operated the career websites eFinancialCareers.com, which targets capital markets and financial services professionals and employers worldwide, and JobsintheMoney.com, which targets the financial and accounting job market in the United States, and a financial publishing business, eFinancialNews. As consideration for the acquisition, Dice Holdings, Inc. paid the stockholders of eFinancialGroup £56.5 million (or approximately $106.3 million at the exchange rate in effect on October 31, 2006) in cash and issued 7,872 shares of its Series A convertible preferred stock valued at $25.2 million. Immediately after the acquisition, Dice Holdings, Inc. sold eFinancialNews back to certain of eFinancialGroup’s former stockholders for approximately $41.6 million in cash. Operating results of eFinancialGroup and JobsintheMoney occurring subsequent to the eFinancialGroup Acquisition are included in the consolidated operating results of Dice Holdings, Inc. Total consideration for eFinancialGroup, excluding eFinancialNews, was $89.9 million (which amount includes the value of 7,872 shares of the Series A convertible preferred stock of Dice Holdings, Inc. issued as partial consideration for the eFinancialGroup Acquisition).

Our Industry

We operate in the online employment advertising segment of the broader market for staffing and employment services. The worldwide market for staffing and employment advertising is large and shifting online at a rapid pace. Corzen estimates that recruitment advertising, comprising spending on print recruitment advertising placed in newspapers and online recruitment advertising and resume database access, in the U.S. market was $6.9 billion in 2006, with $2.2 billion spent online. Corzen forecasts that online recruitment spending will increase to $4.5 billion by 2010, and continue to rapidly gain market share from print recruitment advertising.

We believe that the overall demand for employment advertising and recruiting and career development products and services has significant growth potential. Over the next several years, the aging labor force of the United States is expected to lead to a labor supply-demand imbalance as baby-boomers retire. According to the U.S. Bureau of Labor Statistics, a shortfall of over two million workers in the labor force is forecast by 2014. We believe that international economies show similar trends, with an aging labor force in Europe and shortages of skilled professionals to meet the demand of growing economies in Asia.

We also believe that certain industries that employ highly skilled and highly paid professionals will experience particularly strong demand for effective recruiting solutions due to the scarcity of such professionals. According to the U.S. Bureau of Labor Statistics, for instance, five of the 12 fastest-growing occupations in the United States during the period from 2004 to 2014 are expected to be in technology fields. In addition, the current labor market for both the finance sector and computer-related occupations is significantly tighter than the overall employment market in the U.S.

We believe that the market for employment advertising is shifting online due to:

• Expansion in the size of the Internet population and increased broadband access. The Internet population continues to grow and, according to IDC, the number of global Internet users is projected to grow from 968 million in 2005 to over 1.7 billion in 2010. Gartner projects that broadband penetration will increase from 35% of U.S. households in 2005 to 58% in 2010. This trend is bringing online large groups of professional workers from diverse industry segments and enabling employers to target them through online classified advertisements.

• Shift in media consumption and spending from offline to online media. Increased penetration of broadband Internet connections is fueling not only the growth in the number of Internet users but also the amount of time consumers are spending online (on an absolute basis and relative to using other media). In 2005, Forrester Research, US, or “Forrester,” found that consumers spent 34% of their media consumption hours online. While U.S. online advertising budgets are large and growing, online

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marketing spend represents only a small fraction of total advertising spending. According to Forrester, online advertising budgets were estimated to be approximately $14.7 billion in 2005, which was just 6% of total U.S. advertising expenditures. We believe that over time, advertisers will follow consumer behavior and invest a growing share of their marketing budgets in online advertising. Forrester projects that U.S. online advertising will reach $26.0 billion in 2010, representing a CAGR of approximately 12% from 2005. IDC estimates indicate that a similar shift in focus from offline to online employment advertising is already occurring in our industry.

• Online job boards offer inherent benefits compared to offline methods. The Internet has revolutionized the hiring process for professionals as well as for recruiters and employers. Professionals experience multiple benefits from performing searches online. They are able to search for open positions that fit their qualifications and career objectives and immediately upload their resumes to apply for open positions. Prior to online offerings, recruiters and employers had a limited and relatively inflexible set of options to find employees, including newspaper classifieds and other print advertisements, traditional job fairs, on campus recruiting, internal referral programs and recruiting firms. With online solutions, recruiters and employers are able to immediately upload and update a list of open positions and can provide detailed job descriptions, along with links to relevant information for potential candidates. They can also efficiently search through online databases of resumes for candidates that fit their hiring needs.

• Relative cost advantages of online versus print employment advertising. Recruiters and employers using online recruiting methods can realize substantially lower cost per hire and overall sourcing costs in comparison to traditional print classified advertisements. Not only is the typical price to post a job listing lower online than in print for a comparable period of time, but we also believe that online advertising is more effective and contributes to a higher return on investment for our customers because online job postings are generally more accessible to a wider audience given the limitless geographic boundaries and 24/7 access the Internet affords. Moreover, online job postings can more easily be filtered for relevancy than print listings, allowing customers access to a more targeted audience. Further, searchable database access allows customers access to a broad and unique talent pool, immediately and cost effectively, connecting employers with highly qualified professionals.

While generalist job boards have improved the recruiting process compared to traditional offline alternatives, specialized career websites offer job listings, content and services tailored to the specific needs of the communities they serve. Generalist sites often do not provide as simple and rapid an ability to match specific skills and requirements between candidates and available positions. Specialist career websites, however, not only can provide an experience relevant to candidates’ specific needs, but also can remain relevant for professionals who are not currently seeking a job, but who nonetheless wish to remain apprised of market trends. We believe this leads to a better recruitment experience for both customers and professionals.

Our Value Proposition

We have become a leading provider of specialized career websites for select professional communities by providing unique benefits to professionals and our customers. Our specialized career websites provide professionals with quick and easy access to job listings that are relevant and meet their industry-specific criteria, and provide our customers with pools of hard-to-find, highly qualified professional talent. By providing deep databases of professionals to our customers and a large number of employment opportunities for professionals, we encourage the use of our websites and continue to attract customers to our services. We believe these factors have helped us to achieve a critical mass of both customers and professionals, contributing to the attractiveness and efficiency of our online marketplaces.

Benefits to Professionals

Access to a large number of relevant job postings. Our career websites provide a large number of job postings for technology and engineering, accounting and finance, capital markets and financial services and U.S.

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government security-clearance positions. For example, as of May 9, 2007, Dice.com had 100,000 individual job postings for technology and engineering professionals, which we believe to be the most in the United States in these verticals, and eFinancialCareers.com had 11,000 job postings for capital markets and financial services professionals. In addition, the specialized focus of our career websites benefits professionals by helping to ensure that the job opportunities posted by our customers are relevant and attractive to them.

Compelling user experience. We have designed each of our career websites with the specific needs of our target audiences of professionals in mind. Each of our specialized career websites permits professionals to search for jobs based on location and other specific variables, such as type of employment and skill set. We also offer tools such as our “search agents,” which provide for powerful, detailed searches of job opportunities that match desired criteria, the results of which are delivered by email. We believe this makes it easy for professionals to quickly find job opportunities that match their qualifications and expectations. Additionally, we tailor the “look and feel” and content of each of our websites to its intended target audience of professionals, which makes the experience more useful and relevant in their day-to-day worklives. We believe that our customized search engines and audience-tailored websites are efficient and relevant, easy to use and valuable to our users, helping us build a loyal and engaged audience.

Targeted career development services and tools. We provide professionals with targeted career development services and tools including content, decision support tools and relevant industry news. For example, Dice.com and ClearanceJobs.com provide professionals with market and salary information and local market trends. eFinancialCareers.com provides industry-specialized online career content, as well as print and online career guides targeted to college and graduate students. We believe our career development services and tools benefit the professionals who use our career websites by providing them with relevant information to manage and enhance their careers, and also increase the engagement of professionals with our sites.

Benefits to our Customers

Unique pools of qualified professionals. We seek to improve the efficiency of the recruiting process for our customers by providing quick and easy access to large and up-to-date pools of highly qualified and hard-to-reach professionals. On Dice.com, we ensure our resumes are up-to-date by removing resumes from our databases after a period of inactivity. The professionals who post their resumes on Dice.com are highly educated, with approximately 70% having a bachelor’s degree or higher, as of March 2007. Our online surveys indicate that 75% of professionals who use Dice.com have more than five years of experience, almost half have more than 10 years of experience, and most are currently employed. We believe the high number of employed, or “passive,” job seekers that use our websites makes our online career websites more attractive to our customers because actively employed professionals often make for more attractive candidates. Moreover, because the communities of professionals who visit our websites are highly skilled and specialized within specific industries, we believe our customers reach a more targeted and qualified pool of candidates than through generalist sites. Additionally, the size and geographic scope of the eFinancialCareers network, which operates 14 career websites around the world, provides customers with access to highly targeted capital markets and financial services professionals around the world.

Efficient and targeted candidate searches. Our career websites are easy to use and our search engines are designed so that our customers can search our resume databases quickly to find professionals who meet specified criteria. The search criteria allow our customers to quickly search for and find the most relevant and qualified professionals meeting their needs. We believe that this approach results in a faster and more efficient search for candidates, helps our customers improve the efficiency of their recruiting efforts and increases customer preference for our recruiting solutions relative to those of our competitors.

High-quality customer support. We are able to differentiate ourselves from our competitors by providing extensive ongoing support to our customers. Our customer support representatives focus on building customer loyalty, customer training, proactive follow-up support, reactive troubleshooting, maintenance and expansion of customer relationships and compliance. We personalize our customer support efforts by providing our customers

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with representatives that are knowledgeable about the professional communities we serve and the skill sets of professionals in those communities. For example, we help our customers draft job postings and build specific candidate searches, improving the relevancy of job postings for professionals, and helping our customers find and attract qualified candidates.

Our Strategy

Our goal is to be the leading global network of specialized career websites for select professional communities. Our primary objective is to maximize the potential of our career websites. To achieve these goals, we are pursuing the following strategies:

Continue to grow the size, quality and uniqueness of our professional communities. Continuing to grow the size, quality and uniqueness of our professional communities is a key success factor in maximizing the potential of our career websites. By continually delivering a growing and fresh audience of qualified professionals to our customers, we will be able to satisfy and retain our existing customers as well as to meet the expectations and needs of new customers. We intend to achieve this objective by increasing loyalty and usage among professionals who currently use the site and by reaching new users through targeted marketing and online advertising campaigns.

Continue to execute on customer acquisition. Our ability to achieve our growth objective depends, in part, on our ability to expand our customer base and deepen the relationships we have with our existing customers. Our customer acquisition efforts are focused primarily on direct marketing combined with a targeted sales approach. We believe there are significant opportunities to sell our services to companies with whom we do not currently have a relationship and to expand the level of services we sell to our existing customers.

Further build brand awareness. Brand recognition is a key differentiating factor among providers of traditional and online recruiting and career services. We believe that during the 16 years we have operated Dice.com and the almost seven years that eFinancialCareers has been in operation, we have each fostered brands that are closely associated with ease of use and high quality sector-specific career and recruiting services within their professional communities. We will continue to invest in increasing brand awareness through targeted marketing and advertising campaigns in order to attract new customers and professionals.

Historically, eFinancialCareers.com has built its brand awareness through strategic alliances but without significant spending on marketing and advertising. We intend to increase our direct marketing spend for eFinancialCareers.com in order to build brand awareness.

Enhance content and community features across our websites. We believe that both active and passive job seekers find value in the free information and services we provide, and we intend to enhance, expand and develop additional content and community features across our websites. For example, Dice.com has recently launched a discussion board where technology professionals come together to discuss career advice and network with each other, and eFinancialCareers.com has invested in producing significant online and offline content tailored to each of its websites and audiences. In addition, by powering the job boards of an additional 40 websites in the finance sector, including well-known, worldwide financial publications, eFinancialCareers.com is able to position its job postings next to high quality, third party content. We believe enhancing our community features will increase the level of engagement we have with our audience and our audience has with each other.

Further expand our services globally. We believe there are significant global growth opportunities for the online recruitment and employment advertising industry. As in the United States, there is increasing demand for specialized online recruiting in both emerging and established economies worldwide. Consistent with this belief, in October 2006 we completed the eFinancialGroup Acquisition, and, as a result, we now have a strong presence in the United Kingdom, as well as a presence in important capital market centers around the world. We believe the expertise and reach of Dice and eFinancialCareers together will provide a strong position to expand our business and brands into new markets. We will also continue to evaluate and selectively pursue other growth opportunities that will allow us to further expand our business outside of the United States.

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Selectively expand into new verticals. We believe other professional communities have characteristics that would support specialized career websites. We will consider entering into new verticals that meet specific criteria, primarily focusing on hard-to-find, highly skilled and highly paid professionals. We believe we can leverage our experience serving unique vertical markets as we pursue opportunities in other vertical industries. For example, we have been able to increase ClearanceJobs.com’s revenues more than ten-fold since we acquired it in 2004, which demonstrates our ability to successfully leverage our experience in serving high growth communities as we expand into new verticals.

Products and Services

We provide leading recruiting and career development websites for direct employers, recruiters, staffing companies and technology and engineering, accounting and finance, capital markets and security-cleared professionals. We provide our customers with access to unique pools of experienced and highly qualified professionals, and professionals seeking jobs and career information with access to collections of full-time, part-time and contract positions. Both customers and professionals provide content for our career websites by posting descriptions of available jobs and resumes. Our search technology and specialized focus enable us to provide professionals with the ability to perform highly targeted job searches based on specific criteria, including location, type of employment, skills and keyword. Our vertical focus allows users to find the information they are looking for faster and easier than general job boards. Our career websites also offer career resources, such as specialized content and industry news.

We offer our recruiting and career development services and tools through the following five websites, each of which focuses on different career sectors or geographic regions:

Dice.com is the leading career site for technology and engineering professionals and the companies that seek to employ them. The job postings available in the Dice.com database, from both technology and non-technology companies across many industries, include a wide variety of technology positions for software engineers, systems administrators, database specialists and project managers, and a variety of other technology and engineering professionals.

Customers have access to specific tools and resources that Dice.com provides to help recruiters and human resources managers improve the effectiveness of their recruitment processes. Through our resume database offerings, Dice.com provides customers with the ability to conduct powerful, detailed searches of candidate resumes that match desired criteria, the results of which are delivered by email to our customers. Dice.com also provides professionals with job search tools, resume posting and career-related content. In April 2007, Dice.com had approximately 2.1 million unique visitors and ended the month with 387,000 searchable resumes.

Customers can purchase recruitment packages, classified postings or advertisements. Approximately 89% of Dice.com revenue is derived from recruitment packages. Recruitment packages offer our customers the ability to access the candidate resume database and post jobs in job slots. Job slots allow our customers to rotate an unlimited number of jobs through the same slots during the contract period. Our typical monthly recruitment package gives our customers a single license to search our candidate resume database and post positions in up to five job slots. Customers are incented to purchase our recruitment packages on a long-term basis. Our classified postings allow our customers to post a single job for a period of 30 days. General website advertising does not generate a significant portion of our revenue, but may be purchased separately or as part of a recruitment package.

eFinancialCareers.com is the leading global recruiting and career development network of websites for capital markets and financial services professionals, including investment banking, asset management, private equity, hedge fund and other securities professionals. eFinancialCareers was launched in the United Kingdom in 2000, and now operates 14 websites in five languages across Europe, Asia and North America using the eFinancialCareers name. eFinancialCareers.com has expanded its career site network through distribution

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agreements by which it powers the job boards of an additional 40 websites in the finance sector, including well- known worldwide capital markets publications and organizations, such as Institutional Investor (U.S.), La Tribune (France), Milano Finanza (Italy), Finanztreff (Germany), Finance Asia (Southeast Asia) and Financial Standard (Australia). As a result, eFinancialCareers is able to greatly enhance the reach and visibility of its job listings and has attracted an audience of cross-border customers and professionals willing to seek jobs in markets other than their own. eFinancialCareers does not generate revenues from its distribution agreements.

eFinancialCareers’ customers post jobs targeting specific sectors within the capital markets and financial services industry, and can also search the resume database of highly qualified and specialized professionals in these sectors. In addition to allowing professionals to post resumes and apply for listed positions, eFinancialCareers also provides professionals with career enhancement tools and resources, such as employer profiles, newsletters and salary surveys. eFinancialCareers also provides both professionals and graduating students with professional education and training materials.

Although eFinancialCareers has recently begun offering its customers a resume database product, most of eFinancialCareers’ revenues are currently generated from job posting packages. As we integrate eFinancialCareers over the coming months, we intend to focus on growing eFinancialCareers’ resume database product to expand the range of services for our customers.

JobsintheMoney.com is a leading targeted career site for accounting and finance professionals in the United States. JobsintheMoney.com offers professionals and its customers many of the same tools offered on our other websites. JobsintheMoney.com has partnerships with many of the leading industry websites used by accounting and finance professionals, including Big4.com and Audit-Net.com.

ClearanceJobs.com is the leading secure job board dedicated to matching technology candidates with active or current U.S. government security clearances to the best hiring companies searching for security-cleared employees. ClearanceJobs.com provides professionals with many of the career development tools, such as resume writing tips and salary surveys, offered on Dice.com. We believe ClearanceJobs.com has the largest and fastest-growing database of active security-cleared candidates available online, with approximately 65,000 resumes as of April 30, 2007. The majority of candidates with resumes in our database have high-level clearances.

CybermediaDice.com is the largest targeted vertical career website for technology professionals in India, a market with a compound annual technology employment growth rate of 29% over the past 5 years according to the National Association of Software and Service Companies. CyberMedia Dice is a joint venture of Dice and CyberMedia Limited, one of South Asia’s largest specialty media publishers. CyberMedia Dice’s mission is to deliver unique candidates that help employers, recruiters and staffing firms reduce their time-to-hire and cost-per-hire in India’s rapidly growing technology sector.

We also operate Targeted Job Fairs, a leading producer and host of career fairs and open houses focused primarily on technology and security-cleared candidates in the United States. In 2006, Targeted Job Fairs produced more than 90 job fairs, at which it hosted a wide range of locally and nationally recognized companies and recruiters, offering them the opportunity to screen and hire highly qualified candidates face-to-face. A typical job fair hosts between 15 and 20 companies and between 250 and 300 professionals. In addition, Targeted Job Fairs coordinates private job fairs for individual companies desiring exclusive access to top quality candidates.

Marketing and Sales

Success in the highly competitive online recruiting business requires the creation of a marketplace attractive to both customers and professionals. We focus our marketing efforts on growing the number of professionals who visit our websites, which we believe increases the attractiveness of our websites to our customers. We primarily use targeted marketing, rather than broad-based advertising, to increase our brand awareness among

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professionals. For instance, in the case of Dice.com, we have launched substantial advertising campaigns on technology-focused websites, such as TechRepublic, SourceForge and eWeek, and on search engines. We also market our websites to professionals through the use of newsletters and industry pieces, such as The Dice Advisor and The ClearanceJobs Report, and through the use of products, such as daily “Job Alert” emails. Our job seeker marketing programs have helped us produce strong results in traffic and user activity.

Our customer marketing efforts are directed at targeted customer acquisition and have been effective in producing strong customer growth. We also employ marketing efforts directed at retaining our existing customers. eFinancialCareers has built its brand awareness through strategic relationships, but without significant spending on marketing and advertising. We intend to increase our direct marketing spend for eFinancialCareers.com in order to increase its brand awareness. In addition to our sales efforts described below, our customer marketing efforts are conducted through direct mail and email campaigns, marketing and trade shows. For instance, we send over 800,000 emails and 100,000 pieces of direct mail to our existing and potential customers on a monthly basis. We also reach our customers through the use of direct marketing educational campaigns, which keeps them aware of recruiting developments and practices.

Our sales efforts focus on further penetrating the market for recruiting and career development services. Our field sales group targets Fortune 1000 companies, large staffing and recruiting firms and other large and mid-size businesses. Our in-house sales organization focuses on generating new business from recruiters and small and mid-size companies, renewing customer contracts and increasing the service levels that customers purchase, as well as servicing the needs of our largest clients. As of April 30, 2007, our sales organization employed 86 sales personnel in the United States and 49 in the rest of the world.

Customer Support

We believe we have differentiated ourselves from our competitors by providing extensive ongoing support to our customers. Our customers are assigned a customer support representative, who is the first point of contact after a sale is made. Our customer support efforts focus on training our customers on our products and services, because we believe customers will have a more compelling user experience if they are more familiar with our products and services. Our customer support representatives also assist customers, upon request, by building candidate searches and writing and editing customers’ job postings. Additionally, our customer support efforts focus on ensuring that the professionals who use our websites have positive experiences. For instance, our customer support department constantly reviews our websites for false or inaccurate job listings and performs other similar compliance-type functions. As of April 30, 2007, we had 46 customer support employees in the United States and 17 customer support employees in the rest of the world. We believe customers view our customer support functions as a strong, attractive attribute of our websites, with, as of September 2006, 92% satisfied with the customer support they have received, according to internal surveys.

Customers

We currently serve a diversified customer base consisting of approximately 11,000 customers. No customer for our career website services accounted for more than 0.5% of our revenues in 2006. Our customers include small, mid-sized and large direct employers and staffing companies, recruiting agencies and consulting firms. As of April 30, 2007, significant customers of Dice.com and ClearanceJobs.com included Accenture, Adecco, IBM, Lockheed Martin, Raytheon, Robert Half and Time Warner, and significant customers of eFinancialCareers.com included Bloomberg, Credit Suisse, Genworth Financial, McGregor Boyall, Merrill Lynch, Michael Page, Société Générale and Thomson Financial.

Technology

We use a variety of technologies to support our websites. Each system is designed so that it can be scaled by adding additional hardware and network capacity. We host our applications whenever possible on clustered, high availability hardware. All applications and data connections are monitored 24/7 for performance, responsiveness and stability.

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Our primary operations facility is located within our Urbandale, Iowa office facilities in a limited access, temperature-controlled data center with emergency power generation capability. We maintain a backup system for website operations at our co-location center. We replicate website data at various times throughout the day to the co-location facility. Additionally, we have business resumption hardware and software in place at the co-location facility to ensure a smooth transition for the business in case of loss of our Urbandale operations center, and offsite data storage capabilities. We have robust firewalls and switchgear to help insure network security, and have sought substantial expert assistance in their configuration and testing.

Competition

The market for recruiting services and employment advertising is highly competitive with multiple online and offline competitors. With the evolution of the online recruiting model, there has been an increasing need to provide ease of use and relevance to professionals, as well as an efficient and cost-effective recruitment method for direct employers, recruiters and staffing companies. Additionally, the further development of the Internet has made it easier for new competitors to emerge with minimal barriers to entry. Our ability to maintain our existing customer base and generate new customers depends to a significant degree on the quality of our candidate base, the quality of our services, our pricing and value-added products and services and our reputation among our customers and potential customers. Our competitors include:

• generalist job boards, some of which have substantially greater resources and brand recognition than we do, such as Monster.com, Hotjobs.com (owned by Yahoo!), and CareerBuilder (owned by Gannett, Tribune and McClatchy), which, unlike specialized job boards, permit customers to enter into a single contract to find professionals across multiple occupational categories and attempt to fill all their hiring needs through a single website;

• newspaper and magazine publishers, national and regional advertising agencies, executive search firms and search and selection firms that carry classified advertising, many of whom have developed, begun developing or acquired new media capabilities such as recruitment websites, or have recently partnered with generalist job boards;

• specialized job boards focused specifically on the industries we service, such as ComputerJobs.com, JustTechJobs.com and CareerBank.com; and

• new and emerging competitors, such as aggregators of classified advertising, including SimplyHired, Indeed and Google; Craigslist; and social networking sites, such as LinkedIn.

Intellectual Property

We seek to protect our intellectual property through a combination of service marks, copyrights, trademarks and other methods of restricting disclosure of our proprietary or confidential information. We have no patents or patent applications pending for our current services and we 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. We also seek to control access to and distribution of our technology, documentation and other proprietary information.

We generally pursue the registration of the material service marks we own in the United States and internationally, as applicable. We own a number of registered, applied for and/or unregistered trademarks and service marks that we use in connection with our businesses. We have registered the Dice trademark in the United States, Canada and the European community and the JOBSINTHEMONEY and CLEARANCEJOBS.COM trademarks in the United States. Registrations for trademarks may be maintained indefinitely, as long as the trademark owner continues to use and police the trademarks and timely renews registrations with the applicable governmental office. Although we generally pursue the registration of our material service marks and other material intellectual property we own, where applicable, we have trademarks and/or service marks that have not been registered in the United States and/or other jurisdictions, including the EFINANCIALCAREERS mark. We have not registered the copyrights in the content of our websites, and do not intend to register such copyrights.

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The steps we have taken to protect our copyrights, trademarks, servicemarks and other intellectual property may not be adequate, and third parties could infringe, misappropriate or misuse our intellectual property. If this were to occur, it could harm our reputation and affect our competitive position. See “Risk Factors—Misappropriation or misuse of our intellectual property could harm our reputation, affect our competitive position and cost us money.”

Regulation and Legislation

User Privacy

We collect, store and use a variety of information about both professionals and customers on our website properties. Within the websites, the information that is collected, stored and used has been provided by the professionals or customers with the intent of making it publicly available. We do not store credit card numbers on our websites, and we do not ask professionals or customers to supply social security numbers. Our business data is separated from website operations by a variety of security layers including network segmentation, access controls, and physical separation.

We post our privacy policies on our websites so that our users can access and understand the terms and conditions applicable to the collection, storage and use of information collected from users. Our privacy policies also disclose the types of information we gather, how we use it and how a user can correct or change their information. Our privacy policies also explain the circumstances under which we share this information and with whom. Professionals who register for our websites have the option of indicating specific areas of interest in which they are willing to receive offers via email or postal mail. These offers contain content created either by us or our third-party partners.

To protect confidential information and to comply with our obligations to our users, we impose constraints on our customers to whom we provide user data, which are consistent with our commitments to our users. Additionally, when we provide lists to third parties, including to our advertiser customers, it is under contractual terms that are consistent with our obligations to our users and with applicable laws and regulations.

U.S. and Foreign Government Regulation

Congress has passed legislation that regulates certain aspects of the Internet, including content, copyright infringement, user privacy, advertising and promotional activities, 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.

CAN-SPAM Act. As of January 1, 2004, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, or the “CAN-SPAM Act,” became effective. The CAN-SPAM Act regulates commercial emails and provides a right on the part of the recipient to request the sender to stop sending messages, and establishes penalties for the sending of email messages that are intended to deceive the recipient as to source or content. Under the CAN-SPAM Act, senders of commercial emails (and other persons who initiate those emails) are required to make sure that those emails do not contain false or misleading transmission information. Commercial emails are required to include a valid return email address and other subject heading information so that the sender and the Internet location from which the message has been sent are accurately identified. Recipients must be furnished with an electronic method of informing the sender of the recipient’s decision not to receive further commercial emails. In addition, the email must include a postal address of the sender and notice that the email is an advertisement. The CAN-SPAM Act may apply to the marketing materials and newsletters that we distribute to our audience. At this time, we are applying the CAN-SPAM Act to our email communications, and believe that our email practices comply with the requirements of the CAN-SPAM Act.

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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 of several foreign governments address the regulation of privacy, e-commerce, security, commercial piracy, consumer protection and taxation of transactions completed over the Internet.

Employees

As of April 30, 2007, we had approximately 329 employees. Our employees are not represented by any union and are not the subject of a collective bargaining agreement. We believe that we have a good relationship with our employees.

Properties

We do not own any properties. Our corporate headquarters are located at 3 Park Avenue, New York, New York. We currently lease approximately 5,000 square feet at our corporate headquarters, under a lease expiring in March 2009. We lease approximately 37,000 square feet of office space in two facilities in Urbandale, Iowa under two separate lease arrangements. We also lease small business and sales offices in London, England; Cincinnati, Ohio; New York, New York; Singapore; and Sydney, Australia.

We believe that our facilities are generally adequate for current and anticipated future use, although we may from time to time lease additional facilities as operations require.

Legal Proceedings

From time to time we may be involved in disputes or litigation relating to claims arising out of our operations. We are currently not a party to any material legal proceedings.

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MANAGEMENT

Directors and Executive Officers

The following table sets forth information regarding our directors and executive officers as of May 1, 2007.

Name	Age	Position
Scot W. Melland	44	President and Chief Executive Officer, Director
Michael P. Durney	44	Senior Vice President, Finance, Chief Financial Officer and Treasurer
Thomas Silver	47	Senior Vice President, Marketing and Customer Service
Brian P. Campbell	42	Vice President, Business and Legal Affairs, General Counsel and Secretary
Constance Melrose	53	Vice President, Treasury and Strategic Planning
Paul Melde	46	Vice President of Technology
John Benson	45	Chief Executive Officer - eFinancialCareers
John W. Barter(1)	60	Director
Peter Ezersky(2)	46	Director
David Gordon	65	Director
David C. Hodgson(2)	50	Director
Anton J. Levy(3)	32	Director
Jeffrey S. Nordhaus(3)	39	Director
William Wyman(2)(4)	69	Director

(1) Chairman of the Audit Committee.

(2) Member of the Audit Committee.

(3) Member of the Compensation Committee.

(4) Chairman of the Compensation Committee.

Scot W. Melland has been our President and Chief Executive Officer and a Director since joining our predecessor, Dice Inc., in April 2001. Prior to joining the Company, he served as President and Chief Executive Officer of Vcommerce Corporation since 1999. From 1996 to 1999, he served as Vice President and later Senior Vice President-Interactive Services for Cendant Corporation. Previously, Mr. Melland served as Vice President, Investments and Alliances for Ameritech (now AT&T). Mr. Melland began his career as a consultant, joining McKinsey & Company in 1985. He is a member of the boards of directors of Globalspec, Inc. and Career Resources Inc., a non-profit workforce development agency in Connecticut. He holds a B.S. in economics from the University of Pennsylvania and a M.B.A. from Harvard University’s Graduate School of Business Administration. Mr. Melland served as Dice’s President and Chief Executive Officer at the time it filed its voluntary petition under Chapter 11 of the Bankruptcy Code and served in that position upon Dice’s emergence from bankruptcy. For additional information on Dice’s bankruptcy see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Company.”

Michael P. Durney has been our Senior Vice President, Finance and Chief Financial Officer since joining our predecessor, Dice Inc., in June 2000 and Treasurer since July 2002. Mr. Durney is also a director of CyberMedia Dice, our joint venture. Prior to joining the Company, he held the position of Vice President and Controller of USA Networks, Inc. (now known as IAC/InterActiveCorp.) from 1998 to 2000. Mr. Durney’s previous experience includes Chief Financial Officer of Newport Media, Inc. from 1996 to 1998, Executive Vice President, Finance of Hallmark Entertainment, Inc. from 1994 to 1996 and Vice President, Controller of Univision Television Group, Inc. from 1989 to 1994. Mr. Durney started his finance career at the accounting firm of Arthur Young & Company in 1983. He is a member of the board of directors of the Technology Association of Iowa. In addition, he is a member of the Advisory Council of the School of Business and a member of the board of directors of the College Foundation at the State University of New York at Oswego. Mr. Durney holds a B.S. degree in accounting from the State University of New York in Oswego. Mr. Durney served as Dice’s Senior Vice President, Finance, Chief Financial Officer and Treasurer at the time it filed its voluntary petition under Chapter 11 of the Bankruptcy Code and served in that position upon Dice’s emergence from bankruptcy. For additional information on Dice’s bankruptcy see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Company.”

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Thomas M. Silver has been our Senior Vice President of Marketing and Customer Support since joining our predecessor, Dice Inc., in July 2001. Bringing more than 20 years of executive marketing and management experience, Mr. Silver is responsible for overseeing our marketing and advertising, telesales, product management, corporate communications and public relations efforts. Additionally, Mr. Silver manages all aspects of customer service to ensure optimal performance for our client base. He is a graduate of Cornell University and holds a M.B.A. from New York University School of Business. Mr. Silver served as Dice’s Senior Vice President of Marketing and Customer Support at the time it filed its voluntary petition under Chapter 11 of the Bankruptcy Code and served in that position upon Dice’s emergence from bankruptcy. For additional information on Dice’s bankruptcy see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Company.”

Brian P. Campbell has been our Vice President, General Counsel and Corporate Secretary since joining our predecessor, Dice Inc., in January 2000 and has been Vice President, Business and Legal Affairs since June 2003. Mr. Campbell is responsible for managing our legal affairs, including intellectual property, mergers and acquisitions, strategic alliances, corporate securities, real estate, litigation and employment law, as well as supervising outside counsel. Mr. Campbell also oversees our privacy initiatives. Prior to joining the Company, Mr. Campbell served as Vice President, General Counsel and Corporate Secretary at CMP Media, where he worked since 1995. From 1988 to 1995, Mr. Campbell worked as a Corporate Associate at the law firm of Mudge, Rose, Guthrie, Alexander and Ferdon. He earned a J.D. from St. John’s University School of Law and a B.A. from the University of Virginia. Mr. Campbell served as Dice’s Vice President, General Counsel and Secretary at the time it filed its voluntary petition under Chapter 11 of the Bankruptcy Code and served in that position upon Dice’s emergence from bankruptcy. For additional information on Dice’s bankruptcy see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Company.”

Constance Melrose has been our Vice President, Treasury and Strategic Planning since July 2003. She is responsible for strategic planning and corporate development, as well as for investment management, bank relations and related corporate finance activities. She is also a director of CyberMedia Dice, our joint venture. Ms. Melrose previously served as our Vice President, Treasury and Investor Relations, having joined our predecessor, Dice Inc., in March 1999. Ms. Melrose has over 20 years experience in corporate finance, investor relations and corporate development. She earned a Bachelor of Arts degree in English literature from Princeton University and a M.B.A. in finance and accounting from The Wharton School. Ms. Melrose served as an executive officer of Dice Inc. at the time it filed its voluntary petition under Chapter 11 of the Bankruptcy Code and continued to serve as an executive officer upon Dice’s emergence from bankruptcy. For additional information on Dice’s bankruptcy see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Company.”

Paul Melde has been our Vice President of Technology since joining our predecessor, Dice Inc., in June 2000. Mr. Melde is responsible for information technology operations and oversees software development, business systems, site operations, systems management and telecommunications. He has more than 15 years of information technology management experience. Mr. Melde received both his B.S. and M.A. from Iowa State University. Mr. Melde served as Dice’s Vice President of Technology at the time it filed its voluntary petition under Chapter 11 of the Bankruptcy Code and served in that position upon Dice’s emergence from bankruptcy. For additional information on Dice’s bankruptcy see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Company.”

John Benson joined our company when we acquired eFinancialGroup in October 2006. Mr. Benson founded eFinancialCareers in 2000 and has been its Chief Executive Officer since 2001. He is also the Managing Director of our international operations. He has over 20 years experience in the publishing and finance industries. Mr. Benson holds a M.A. from Edinburgh University in Scotland.

John W. Barter has been a director since April 2007. From 1988 to 1994 he was senior vice president and chief financial officer of AlliedSignal, Inc., now known as Honeywell International, Inc., an advanced technology and manufacturing company. From October 1994 until his retirement in December 1997, Mr. Barter

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was executive vice president of AlliedSignal, Inc. and president of AlliedSignal Automotive. After retiring from AlliedSignal, Inc., Mr. Barter served briefly as chief financial officer of Kestrel Solutions, Inc., a privately-owned early stage company established to develop and bring to market a new product in the telecommunications industry, from January 2000 to May 2001. Kestrel filed a voluntary petition for bankruptcy protection in October 2002. Mr. Barter also serves on the boards of directors of BMC Software, Inc., an independent systems software vendor, Lenova Group Limited, a Hong Kong listed company, and SRA International.

Peter R. Ezersky has been a director since August 2005 and is a Managing Principal of Quadrangle. Prior to the formation of Quadrangle in March 2000, Mr. Ezersky was a Managing Director of Lazard Frères & Co. LLC and headed the firm’s worldwide Media and Communications group. Prior to joining Lazard, Mr. Ezersky was a Vice President in the Mergers and Acquisitions group of The First Boston Corporation. Mr. Ezersky serves on the boards of directors of Cinemark, Inc., MGM Holdings and Publishing Group of America and also serves on the boards of directors of a number of charitable and educational organizations. Mr. Ezersky received a J.D. from Yale Law School, where he was an editor of The Yale Law Journal and received a B.A., summa cum laude, in political science from Amherst College, where he was a member of Phi Beta Kappa.

David Gordon has been a director since December 2006. He has been the Chief Executive Officer and a director of the Milwaukee Art Museum since October 2002. Before that, he was the Secretary (Director) of the Royal Academy of Arts in London for six years. He also spent 12 years as the Chief Executive Officer of The Economist Newspaper Ltd. He was associated with eFinancialNews for 10 years, first as a consultant and then as non-executive chairman and oversaw the sale of eFinancialCareers to us in 2006. Mr. Gordon also serves on the board of directors of Profile Books Ltd.

David C. Hodgson has been a director since August 2005 and is a Managing Director of General Atlantic. He joined General Atlantic in 1982, helped found their partnership, and has over 20 years of experience identifying and assisting portfolio companies worldwide in all areas of their development. Mr. Hodgson serves on the boards of directors of a number of public and private information technology companies including InsightExpress, Inc., ipValue Management, Inc., Northgate Information Solutions plc, TriNet Group, Inc., Xchanging NV, iFormation Group Holdings General Partner, Ltd. and FDGS Holding General Partner II, LLC. Mr. Hodgson graduated summa cum laude from Dartmouth College in 1978 with a degree in Mathematics and Social Sciences. He is a member of Phi Beta Kappa and received the Kemeny Prize in computing at his alma mater. In 1982, Mr. Hodgson received a M.B.A. from the Stanford University Graduate School of Business. Mr. Hodgson is chair of the board of the Echoing Green Foundation, a provider of fellowship support for not-for-profit entrepreneurs. He also serves as chair of the executive committee of the Manhattan Theatre Club and as a trustee of Johns Hopkins University and the Spence School in New York.

Anton J. Levy has been a director since August 2005 and is a Managing Director at General Atlantic, where he has worked since 1998. Mr. Levy heads General Atlantic’s Consumer, Media and Marketing Services practice. Mr. Levy has worked closely with many of General Atlantic’s portfolio companies and is on the boards of directors of several portfolio companies including AKQA, Network Solutions and Webloyalty. Prior to joining General Atlantic in 1998, Mr. Levy was an investment banker with Morgan Stanley & Co. where he worked with the firm’s technology clients. Mr. Levy is involved in a number of educational and non-profit organizations including participating as a member of the board of directors of Streetwise Partners. Mr. Levy received a B.S. from the University of Virginia, with degrees in Finance and Computer Science, and his M.B.A. from Columbia University Graduate School of Business, graduating both with highest honors.

Jeffrey S. Nordhaus has been a director since August 2005 and is a Managing Principal of Quadrangle. Prior to joining Quadrangle in June 2001, Mr. Nordhaus was a Vice President in the Investment Banking Division of Goldman, Sachs & Co. During his nine years at Goldman Sachs, Mr. Nordhaus worked on a broad range of mergers and acquisitions and financing transactions with a focus on media and communications, and was based in New York, Los Angeles and Hong Kong. Mr. Nordhaus graduated with honors from Harvard College. Mr. Nordhaus also serves on the boards of directors of Bresnan Broadband Holdings and Cequel Communications Holdings.

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William W. Wyman has been a director since December 2006 and is currently an international management consultant, assisting corporate chief executives as an individual business advisor and counselor on a broad range of issues. During 2001, Mr. Wyman was Chief Executive Officer of Predictive Systems, Inc. From 1984 to 1995, Mr. Wyman was founder and managing partner of Oliver, Wyman & Company, management consultants to large financial institutions. From 1965 to 1984, Mr. Wyman held several positions at the international management consulting firm of Booz, Allen & Hamilton including President of the Management Consulting Group, member of the executive committee and member of the board of directors. He currently serves as on the boards of directors of Pegasystems, Datascope, Accentus and Stellaris. He is a member of the Board of Advisors of The Sprout Group and Legend Capital. He graduated from Colgate University in 1959, served in the United States Navy from 1959 to 1963, and graduated from the Harvard Business School in 1965.

Corporate Governance

Controlled Company

We intend to list the shares offered in this offering on the NYSE. For purposes of the NYSE rules, we expect to be a “controlled company.” “Controlled companies” under those rules are companies of which more than 50 percent of the voting power is held by an individual, a group or another company. Together, the General Atlantic Stockholders and the Quadrangle Stockholders will continue to control more than 50% of the voting power of our common stock upon completion of this offering and are able to elect our entire board of directors. Accordingly, we are eligible to, and we intend to, take advantage of certain exemptions from NYSE governance requirements provided in the NYSE rules. Specifically, as a controlled company under NYSE rules, we are not required to have (1) a majority of independent directors, (2) a Nominating and Governance Committee composed entirely of independent directors or (3) a Compensation Committee composed entirely of independent directors.

Board Structure

Composition of our Board of Directors

Our board of directors currently consists of eight directors. Our amended and restated by-laws will provide that our board of directors will consist of no less than              or more than              persons. The exact number of members on our board of directors will be determined from time to time by resolution of a majority of our full board of directors. Upon consummation of this offering, our board will be divided into three classes as described below, with each director serving a three-year term and one class being elected at each year’s annual meeting of stockholders. Messrs.                 ,                  and                  will serve initially as Class I directors (with a term expiring in 2008). Messrs.             ,              and             will serve initially as Class II directors (with a term expiring in 2009). Messrs.                 ,                  and                  will serve initially as Class III directors (with a term expiring in 2010).

Prior to the completion of this offering, our Amended and Restated Stockholders Agreement, granted each of the Principal Stockholders the right to designate up to three members to our Board of Directors and together, the Principal Stockholders had the right to designate one additional member of our Board of Directors. Additionally, under this agreement the eFG Stockholders had the right to designate one member of our Board of Directors and our Chief Executive Officer is required to serve as a member of our Board of Directors. In accordance with these provisions, Messrs. Hodgson and Levy were designated as members of our Board of Directors by the General Atlantic Stockholders, Messrs. Ezersky and Nordhaus were designated as members of our Board of Directors by the Quadrangle Stockholders and Mr. Gordon was designated as a member of our Board of Directors by the eFG Stockholders. We expect to amend our Amended and Restated Stockholders Agreement upon consummation of this offering.

Committees of the Board

Upon consummation of this offering, our board of directors will have three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. We will be required to have one independent director on our Audit Committee during the 90-day period beginning on the date of

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effectiveness of the registration statement filed with the Commission in connection with this offering and of which this prospectus is a part. After such 90-day period and until one year from the date of effectiveness of the registration statement, we are required to have a majority of independent directors on our Audit Committee. Thereafter, our Audit Committee is required to be comprised entirely of independent directors. As a controlled company, we are not required to have independent Nominating and Governance and Compensation Committees. The following is a brief description of our committees.

Audit Committee. Our Audit Committee assists the board in monitoring the audit of our financial statements, our independent auditors’ qualifications and independence, the performance of our audit function and independent auditors, and our compliance with legal and regulatory requirements. The Audit Committee has direct responsibility for the appointment, compensation, retention (including termination) and oversight of our independent auditors, and our independent auditors report directly to the Audit Committee. The Audit Committee will also review and approve related-party transactions as required by the rules of the NYSE.

Messrs. Barter, Wyman, Ezersky and Hodgson are expected to be the members of our Audit Committee upon consummation of this offering. Messrs. Barter and Wyman qualify as Audit Committee financial experts under the rules of the Commission implementing Section 407 of the Sarbanes-Oxley Act of 2002. Messrs. Barter and Wyman meet the independence and the experience requirements of the NYSE and the federal securities laws.

Compensation Committee. Our Compensation Committee reviews and recommends policies relating to compensation and benefits of our directors and employees and is responsible for approving the compensation of our Chief Executive Officer and other executive officers. Our Compensation Committee also administers the issuance of awards under our equity incentive plans. Messrs. Levy, Nordhaus and Wyman are expected to be the members of our Compensation Committee upon consummation of this offering.

Nominating and Governance Committee. Our Nominating and Governance Committee selects or recommends that the board select candidates for election to our board of directors and develops and recommends to the board of directors corporate governance guidelines that are applicable to us and oversees board of directors and management evaluations. Messrs. Melland, Ezersky and Hodgson are expected to be the members of our Nominating and Governance Committee upon consummation of this offering.

Director Independence

We have determined that Messrs. Barter, Gordon and Wyman are independent as such term is defined by the applicable rules and regulations of the NYSE and the federal securities laws. Additionally, each of these directors meets the categorical standards for independence established by our board, as set forth in our Corporate Governance Policy. A copy of our Corporate Governance Policy will be available on our website upon the consummation of this offering.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Program Philosophy and Objectives

Our primary objective with respect to executive compensation is to provide competitive compensation and benefits to attract, retain, motivate and reward the highest quality executive officers, while supporting our core values and strategic initiatives. A further key objective is to create a pay-for-performance culture such that a substantial portion of each executive officer’s compensation is contingent on, and variable with, achievement of objective corporate and individual performance goals and other objective measures of success.

In addition, we aim to establish compensation plans that align the performance of our executive officers with our business plan and strategic objectives and promote the interests of long-term stockholders by focusing management on achieving strong short-term (annual) performance in a manner that supports and ensures our long-term success and profitability.

Finally, it is a key objective to ensure that compensation provided to executive officers remains reasonable and responsible yet competitive relative to the compensation paid to similarly situated executives at comparable companies. It is essential that our overall compensation levels be sufficiently competitive to attract talented leaders and motivate those leaders to achieve superior results. At the same time, our executive compensation programs are intended to be consistent with our focus on controlling costs.

In addition to rewarding corporate and individual performance, our compensation program is designed to reward the level of responsibility of, and the position undertaken by, an executive. Total compensation and accountability should generally increase with position and responsibility. As a result, total compensation is higher for individuals with greater responsibility and greater ability to influence our achievement of targeted results and strategic initiatives. Additionally, as position and responsibility increases, a greater portion of the executive officer’s total compensation is performance-based pay contingent on the achievement of performance objectives. In the same way, equity-based compensation is higher for persons with higher levels of responsibility, making a significant portion of their total compensation dependent on long-term stock appreciation.

The Process of Setting Executive Compensation

Our Compensation Committee meets in executive session each year to evaluate the performance of our named executive officers, to determine their bonuses for the prior fiscal year, to establish the individual and corporate performance objectives for each executive for the current fiscal year, to set their base salaries for the next fiscal year, to determine the portion of total compensation that will be contingent, performance-based pay, and to consider and approve any grants of equity incentive compensation. Our Compensation Committee also reviews the appropriateness of the financial measures used in incentive plans and the degree of difficulty in achieving specific performance targets. Our Compensation Committee engages in an active dialogue with our Chief Executive Officer concerning strategic objectives and performance targets and has not utilized a compensation consultant to date.

Together with the performance objectives, our Compensation Committee establishes targeted total compensation levels (i.e. maximum achievable compensation) for each of the named executive officers by determining each named executive officer’s base salary and amount of bonus compensation upon achievement of performance targets. In preparing the target amounts, the size of one individual element of compensation does, in some respects, affect the Compensation Committee’s determination of what the targeted amount of other components of compensation should be. For example, each executive’s base pay is used as a basis for calculating a target contribution percentage for purposes of establishing the bonus pool. As a general proposition, the Compensation Committee attempts to determine the overall best mix of fixed and incentive compensation. In making this determination, the Compensation Committee is guided by the compensation philosophy described above. The Compensation Committee also considers historical compensation levels, the relative compensation

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levels among our senior executive officers and the competitive pay practices at other companies using third-party compensation studies (including, the Radford Studies, a study of pay practices in the technology industry). We use these third-party compensation studies as a basis for comparing and setting individual elements of executive compensation for the named executive officers because they provide compensation information for companies in our industry and also provide comprehensive compensation information not obtainable from public sources. The Compensation Committee may also consider industry conditions, corporate performance versus a peer group of companies and the overall effectiveness of our compensation program in achieving desired performance levels.

We believe that internal pay equity is an important factor to be considered in establishing compensation for our officers. The Compensation Committee has not established a policy regarding the ratio of total compensation of the Chief Executive Officer to that of the other officers, but it does review compensation levels to ensure that appropriate pay equity exists, which is determined in the Compensation Committee’s discretion based on our Compensation Committee members’ experience with, and knowledge of, other companies’ practices. The Compensation Committee intends to continue to review internal compensation equity and may adopt a formal policy in the future if we deem such a policy to be appropriate.

It is our policy that the Compensation Committee will, to the extent permitted by governing law, have the sole and absolute authority to make retroactive adjustments to any cash or equity based incentive compensation paid to executive officers and certain other officers where the payment was predicated upon the achievement of certain financial results that were subsequently the subject of a restatement. Where applicable, we will seek to recover any amount determined to have been inappropriately received by the individual executive.

Benchmarking

The Compensation Committee does not believe that it is appropriate to establish compensation levels primarily based on benchmarking. While we recognize that our compensation practices must be competitive in the marketplace, such marketplace information is one of the many factors that we consider in assessing the reasonableness of compensation. When a named executive officer is scheduled to receive his or her annual raise, the Compensation Committee sometimes reviews the Radford Studies in order to compare the compensation received by comparable executives in similar-sized companies to ensure that the compensation we award is competitive in the market place. During 2006, the Compensation Committee used the Radford Studies in part to determine the annual raises for Mr. Melland, Mr. Durney and Mr. Campbell.

Management’s Role in the Compensation-Setting Process

Our Chief Executive Officer, Mr. Melland, plays a significant role in the compensation-setting process. Mr. Melland evaluates the performance of the other named executive officers, establishes business performance targets and objectives for the other named executive officers and recommends salary and bonus levels and option awards for other executive officers. Mr. Durney recommends salary and bonus levels and option awards for Mr. Campbell and Ms. Melrose. All recommendations of Mr. Melland and Mr. Durney are subject to Compensation Committee approval. The Compensation Committee discusses the recommendations with Mr. Melland or Mr. Durney, as appropriate, and then makes its decisions in its sole discretion. Similarly, Mr. Melland’s compensation, performance targets and objectives are discussed among the Compensation Committee. Mr. Melland’s compensation is then set by the Compensation Committee in relation to the recommendations he makes. The Compensation Committee approved Messrs. Melland’s and Durney’s recommendations for salary and bonus for 2006. Mr. Melland may ask the Compensation Committee for the right to exercise discretion in awarding executive compensation in exceptional circumstances, but our general practice is that all decisions of the Compensation Committee are considered final.

Mr. Melland helps the Compensation Committee set its agenda for meetings and participates in committee meetings at the committee’s request. He provides background information regarding our strategic objectives, evaluates the performance of the senior executive officers, and makes compensation recommendations for senior executive officers (other than himself). Other executives also prepare information for each Compensation Committee meeting.

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Elements of Executive Compensation

Base Salary

Base pay provides executives with a base level of regular income. In determining base salaries, we consider the executive’s qualifications, experience and industry knowledge, the quality and effectiveness of their leadership at our company, the scope of their responsibilities and future potential, the goals and objectives established for the executive, the executive’s past performance, the base salary paid to officers in comparable positions at companies who are reflected in the Radford Studies, internal pay equity and the tax deductibility of base salary. In addition, we consider the other components of executive compensation and the mix of performance pay to total compensation. The Compensation Committee does not apply any specific weighting to these factors. On each executive’s annual anniversary date of hiring, his or her past salary and performance are considered and the Compensation Committee decides whether or not to adjust the salary. Subject to the limitations found in each executive’s employment agreement we entered into with each of the executives, the Compensation Committee can increase or decrease an executive’s base salary at its discretion.

In 2006, the Compensation Committee approved increases in the annual base salary of each of the named executive officers: Mr. Melland from $360,000 to $385,000; Mr. Durney from $273,000 to $293,000; Mr. Silver from $260,000 to $276,000; Mr. Campbell from $239,200 to $251,200 and Ms. Melrose from $200,000 to $208,000.

Senior Bonus Plan

We award annual cash bonuses under our Senior Bonus Plan for achievement of specified performance objectives with a time horizon of one year or less. We make awards from an established bonus pool. The Compensation Committee determines the total size of our bonus pool by taking into account our qualitative and financial performance. The Compensation Committee determines the size of an award that we make to a particular executive by considering his individual performance as measured against pre-set performance targets and objectives and his or her individual impact on our overall performance. Each of those pieces is equally weighted. We believe this pool-based bonus system helps to foster teamwork and ensures that all executives work together as one in the interest of our performance.

The total pool available for the named executive officers and other senior executives designated by the Compensation Committee is funded in the following way:

• 30% of the pool is funded automatically;

• 35% is funded according to attainment of the revenue target; and

• 35% is funded according to attainment of the Adjusted EBITDA target.

In 2006, for purposes of the bonus pool (which excluded the impact of the results of eFinancialGroup), the revenue target was $76,176,000 and actual revenue was $82,131,000. The Adjusted EBITDA target for 2006 was $31,262,000 and the actual amount was $36,185,000 for purposes of the pool. The total bonus pool for the Senior Bonus Plan was $1,657,000.

We calculate our bonus pool as follows: We take a percentage of each executive’s base pay and contribute that amount to the total bonus pool for our executives. In 2006, this target contribution percentage was 75% for Mr. Melland as Chief Executive Officer, 50% for each of Mr. Silver and Mr. Durney as Senior Vice Presidents, and 30% for each of Mr. Campbell and Ms. Melrose as Vice Presidents. We multiply this percentage by the executive’s annual pay to obtain each executive’s targeted pay contribution to the pool. The result is the amount we contributed with respect to that executive for the bonus pool for 2006.

The size of our bonus pool increases according to a formula if our actual revenue in a year exceeds our budget target, but is not increased if actual Adjusted EBITDA does meet the Adjusted EBITDA target. If actual Adjusted EBITDA in a year exceeds the Adjusted EBITDA target, the bonus pool is not increased. The

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contribution we make to the bonus pool in respect of each executive’s pay can be increased so that each individual’s “pay contribution” to the bonus pool can be as much as two times their targeted pay contribution. In 2006, our actual revenues for bonus pool purposes exceeded our budget target by an amount that increased the pool by 58.6%. We multiplied each executive officer’s targeted pay contribution amount by 158.6% to determine how much would be contributed to the bonus pool with respect to his or her pay. We may further increase the percentage for any particular executive if that executive has had a distinct role in helping us achieve our objectives. We think this ensures that executives whose performance is outstanding receive proportionately larger bonuses as a reward. It was possible that any single executive officer could have been allocated a bonus from the bonus pool in an amount up to a maximum of two times his or her targeted pay contribution to the bonus pool, if his or her performance warranted such a payout based on a qualitative assessment by the Compensation Committee of the executive’s performance against his or her goals and objectives. Based on input received from Mr. Melland and Mr. Durney with respect to each of their direct reports, the Compensation Committee determines in its sole discretion the extent to which such individuals’ goals and objectives are achieved.

The 2006 performance goals and objectives for Mr. Melland included:

• achieving 2006 financial and operating targets, including: revenue, EBITDA, operating cash flow and customer growth;

• continuing to improve product line performance and customer satisfaction with our services;

• growing our development stage businesses: Targeted Job Fairs, ClearanceJobs.com, CyberMedia Dice;

• continuing to improve our management and organizational capabilities;

• developing a long-term strategic plan for our company; and

• executing against our strategic growth opportunities.

The 2006 performance goals and objectives for Mr. Durney included:

• ensuring timely, accurate and informative financial reporting;

• delivering 2006 targeted performance for our new lines of business;

• leading corporate development activities;

• running a successful disposition process for MeasureUp;

• fostering the growth of the CyberMedia Dice joint venture; and

• coordinating execution of our 2006 strategic expansion initiatives.

The 2006 performance goals and objectives for Mr. Silver included:

• improving customer acquisition and lead generation activities;

• improving the size, quality and uniqueness of our various user segments by building the loyalty and usage of ‘passive’ professionals and improving the geographic and skills balance of our professional communities;

• achieving inside sales targets for 2006;

• successfully implementing product improvements, including our new search engine, and upgrading the look and feel of the websites;

• maintaining and increasing customer and job seeker satisfaction; and

• supporting our new businesses: Targeted Job Fairs, ClearanceJobs.com, advertising, and CyberMedia Dice.

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The 2006 performance goals and objectives for Mr. Campbell included:

• maintaining our legal files and endeavoring to ensure compliance with all laws and regulations;

• reviewing our agreements and other legal documents to determine whether any modifications should be made;

• monitoring spam and ensuring our compliance with privacy legislation;

• managing the legal issues surrounding the disposition of MeasureUp;

• providing legal and deal-related support to sales negotiations; and

• helping support strategic expansion initiatives.

The 2006 performance goals and objectives for Ms. Melrose included:

• building the profitability of the CyberMedia Dice joint venture;

• finalizing our position on expansion opportunities;

• identifying acquisition opportunities and tracking the progression of our competitors;

• monitoring our performance against our 2006 strategic initiatives;

• building a more detailed 3 to 5 year business plan; and

• enhancing the function of the treasury.

In December 2006, our proposed 2007 bonus plan was presented to the board and approved.

2005 Omnibus Stock Plan

We believe that equity compensation is the most effective means of creating a long-term link between the compensation provided to executives and gains realized by our stockholders, as the value of stock-based compensation is dependent upon long-term appreciation in stock price. Accordingly, we believe stock options should be a significant part of the total mix of executive compensation. Under our 2005 Omnibus Stock Plan, all stock options incorporate the following features:

• the term of the grant does not exceed 10 years;

• the grant price is not less than the fair market value of our common stock on the date of grant; and

• options typically vest over four years, with the first 25% typically vesting on the first anniversary of the vesting commencement date, and 6.25% vesting quarterly thereafter.

In 2006, the Compensation Committee granted no options to our executive officers. In determining the number of options to be granted to our executives, the Compensation Committee takes into account the individual’s position, scope of responsibility, ability to affect profits and stockholder value, the individual’s historic and recent performance, the number of options currently held by the individual, the level of options granted to them in prior years and the value of stock options in relation to other elements of total compensation.

We continue to use stock options as a long-term incentive vehicle because:

• Stock options align the interests of executives with those of the stockholders, support a pay-for-performance culture, foster employee stock ownership, and focus the management team on increasing value for the stockholders.

• Stock options are performance based: all the value received by the recipient from a stock option is based on the growth of the stock price above the option price.

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• Stock options help to provide a balance to the overall compensation program: while salary and cash bonuses focus on the achievement of annual performance targets, the four year vesting for stock options creates incentive for increases in stockholder value over a longer term.

• The vesting period encourages executive retention and the preservation of stockholder value.

Additional Benefits

Executive officers participate in other employee benefit plans generally available to all employees on the same terms, such as a 401(k) matching plan. In addition, certain executive officers participate in a Supplemental Disability Plan.

Severance and Change-in-Control Arrangements

Each named executive officer is entitled to receive severance benefits under to the terms of his or her employment agreement upon either termination by us without cause or resignation by the executive for good reason. For details on our change of control severance plan, see “—Potential Post-Employment Payments Upon Termination or Change in Control.” We award severance payments in the event of a termination related to a change of control to ensure that each executive is focused on our best interests, even if that means working himself or herself out of a job.

Reasonableness of Compensation

After considering all components of the compensation paid to the named executive officers in 2006, we considered the total compensation reasonable because:

• Management has consistently led us to record levels of performance in recent years.

• The total compensation levels for the named executive officers are comparable with those of similarly situated executives in comparable companies.

Tax and Accounting Considerations

We generally seek to maximize the deductibility for tax purposes of all elements of compensation. For example, we have consistently issued nonqualified stock options that will result in a tax deduction to us upon exercise. Section 162(m) of the Code generally disallows a tax deduction to public corporations for non-qualifying compensation in excess of $1.0 million paid to any such persons in any fiscal year. The Compensation Committee reviews compensation plans in light of applicable tax provisions, including Section 162(m), and may revise compensation plans from time to time to maximize deductibility. However, the Compensation Committee may approve compensation that does not qualify for deductibility when we deem it to be in our best interests.

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Summary Compensation Table For Fiscal Year 2006

The following table sets forth the cash and non-cash compensation paid by us or incurred on our behalf to our named executive officers during 2006, our last completed fiscal year.

Name and Principal Position	Year	Salary ($)	Non-Equity Incentive Plan Compensation ($)(1)	Option Awards ($)(2)	All Other Compensation ($)(3)	Total ($)
Scot W. Melland(4) President & Chief Executive Officer	2006	377,596	476,000	637,786	7,282	1,498,665
Michael P. Durney Senior Vice President, Finance and Chief Financial Officer	2006	285,692	252,000	216,938	7,282	761,912
Thomas Silver Senior Vice President, Marketing and Customer Service	2006	267,385	225,000	216,938	7,282	716,604
Brian Campbell Vice President, Business and Legal Affairs, General Counsel and Secretary	2006	244,000	128,500	46,093	7,282	425,875
Constance Melrose Vice President, Treasury and Strategic Planning	2006	206,185	112,500	31,564	5,267	355,516

(1) Represents awards made pursuant to the Senior Bonus Plan and earned during 2006.

(2) Represents the compensation cost of stock options recognized for financial statement reporting purposes with respect to the last fiscal year in accordance with FAS123R. These amounts do not correspond to the actual value that will be recognized by our named executive officers for these awards. See note 2 in our consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Stock and Stock–Based Compensation” for the assumptions made in determining these values.

(3) Represents employer contributions to our 401(k) plan.

(4) Mr. Melland is also a member of our board of directors but does not receive any additional compensation for his services in this capacity.

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The following table details grants to our named executive officers during 2006:

Grants of Plan-Based Awards For Fiscal Year 2006

Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)
		Target ($)	Maximum ($)
Scot W. Melland	1/31/06	283,197	566,394
Michael P. Durney	1/31/06	142,846	285,692
Thomas Silver	1/31/06	133,693	267,386
Brian Campbell	1/31/06	73,200	146,400
Constance Melrose	1/31/06	61,856	123,712

(1) For a description of the material terms of these awards, please see the “—Compensation Discussion and Analysis—Senior Bonus Plan.”

Employment Agreements

We have entered into an employment agreement with each of our named executive officers. Each agreement contains confidentiality provisions and a representation and warranty that performance of the executive’s employment obligations under the agreement will not cause him or her to breach any non-disclosure agreement by which he or she is bound.

Scot Melland

Mr. Melland’s employment agreement provides that Mr. Melland will continue to serve as our President and Chief Executive Officer until his employment is terminated by us or by Mr. Melland, which may be at any time, with or without cause, subject to the provisions of his employment agreement. The agreement contains a covenant not to engage in any business that competes with us during the term of his employment and for a period of nine months thereafter, and a covenant not to solicit employees during the term of his employment and for a period of 12 months thereafter.

Mr. Melland is entitled to receive an annual base salary of $385,000, and in accordance with the terms of his employment agreement, the Senior Bonus Plan and our benefit policies, is eligible for an annual discretionary target bonus of 75% of his base salary, determined by the Compensation Committee and subject to the performance of both Mr. Melland and us. Mr. Melland participates in our long-term incentive plan, and all employee benefit plans including a 401(k) plan. Mr. Melland is entitled to four weeks of vacation per year.

Michael Durney

Mr. Durney’s employment agreement provides that Mr. Durney will continue to serve as our Senior Vice President, Finance and Chief Financial Officer until his employment is terminated by us or by Mr. Durney, which may be at any time, with or without cause, subject to the provisions of his employment agreement. The agreement contains a covenant not to engage in any business that competes with us or to solicit employees during the term of his employment and for a period of 12 months thereafter.

Mr. Durney is entitled to receive an annual base salary of $293,000, and in accordance with the terms of his employment agreement, the Senior Bonus Plan and our benefit policies, is eligible for an annual discretionary target bonus of 50% of his base salary. Mr. Durney participates in our long-term incentive plan, and all employee benefit plans including a 401(k) plan. Mr. Durney is entitled to four weeks of vacation per year.

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Thomas Silver

Mr. Silver’s employment agreement provides that Mr. Silver will continue to serve as our Senior Vice President, Marketing until his employment is terminated by us or by Mr. Silver, which may be at any time, with or without cause, subject to the provisions of his employment agreement. The agreement contains a covenant not to engage in any business that competes with us during the term of his employment and for a period of nine months thereafter, and a covenant not to solicit employees during the term of his employment and for a period of 12 months thereafter.

Mr. Silver is entitled to receive an annual base salary of $276,000, and in accordance with the terms of his employment agreement, the Senior Bonus Plan and our benefit policies, is eligible for an annual discretionary target bonus of 50% of his base salary. Mr. Silver participates in our long-term incentive plan, and all employee benefit plans including a 401(k) plan. Mr. Silver is entitled to four weeks vacation per year.

Brian Campbell

Mr. Campbell’s employment agreement provides that Mr. Campbell will continue to serve as our Vice President, Business and Legal Affairs and General Counsel until his employment is terminated by us or by Mr. Campbell, which may be at any time, with or without cause, subject to the provisions of his employment agreement. The agreement contains a covenant not to engage in any business that competes with us during the term of his employment and for a period of nine months thereafter, and a covenant not to solicit employees during the term of his employment and for a period of 12 months thereafter.

Mr. Campbell is entitled to receive an annual base salary of $251,200, and in accordance with the terms of his employment agreement, the Senior Bonus Plan and our benefit policies, is eligible for an annual discretionary target bonus of 30% of his base salary, determined by the Chief Financial Officer and the board, participation in our long-term incentive plan, and all employee benefit plans including a 401(k) plan. Mr. Campbell is entitled to four weeks vacation per year.

Constance Melrose

Ms. Melrose’s employment agreement provides that Ms. Melrose will continue to serve as our Vice President, Treasury and Strategic Planning until her employment is terminated by us or by Ms. Melrose, which may be at any time, with or without cause, subject to the provisions of her employment agreement. The agreement contains a covenant not to engage in any business that competes with us during the term of her employment, and a covenant not to solicit employees during the term of her employment and for a period of 12 months thereafter. Ms. Melrose’s agreement also contains a covenant not to work for any person or entity that directly competes with us or take away any person or entity that was an advertiser of the Company while she was employed by us during the term of her employment and for a period of 12 months thereafter.

Ms. Melrose is entitled to receive an annual base salary of $208,000, and in accordance with the terms of her employment agreement, the Senior Bonus Plan and our benefit policies, is eligible for an annual discretionary target bonus of 30% of her base salary. Ms. Melrose participates in our long-term incentive plan, and all employee benefit plans including a 401(k) plan. Ms. Melrose is entitled to four weeks vacation per year.

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Outstanding Equity Awards at Fiscal Year-End 2006

	Option Awards
	Number of Securities Underlying Unexercised Options(1)		Option Exercise Price ($)(2)(3)	Option Expiration Date
Name	Exercisable (#)	Unexercisable (#)
Scot W. Melland	1,989	4,376	911	11/7/15
Michael P. Durney	676	1,489	911	11/7/15
Thomas Silver	676	1,489	911	11/7/15
Brian Campbell	143	317	911	11/7/15
Constance Melrose	98	217	911	11/7/15

(1) These options were awarded pursuant to the Nonqualified Stock Option Agreements entered into by each of our named executive officers on November 7, 2005 under our 2005 Omnibus Stock Plan. Under these agreements, 25% of the total options granted are exercisable on the first anniversary of the vesting commencement date, August 31, 2005, and in installments of 6.25% quarterly thereafter. If Mr. Melland’s employment is terminated by us without cause prior to a change of control, 25% of his then unvested stock options will become immediately vested and exercisable. If Mr. Melland’s employment is terminated at any time following a change of control, all of his outstanding stock options will immediately become vested and exercisable. If Mr. Durney’s employment is terminated by us without cause prior to a change of control, all of his then unvested stock options will immediately become vested and exercisable. If Mr. Durney or any of the other named executive officers is terminated within 12 months following a change of control, all of their outstanding stock options will immediately become vested and exercisable.

(2) On October 27, 2006, the option exercise price was adjusted from $1,000 (as stated in the Nonqualified Stock Option Agreement entered into by each of our named executive officers) to $911 to reflect a non-recurring dividend to our preferred stockholders of $100 per share.

(3) On March 23, 2007, the option exercise price on the then unvested options was further reduced from $911 to $91 to reflect a non-recurring dividend to our stockholders of $900.11 per share. In lieu of a dividend, each holder of vested options received a payment of $900.11 per vested option.

Potential Post-Employment Payments Upon Termination or Change in Control

The employment of each named executive officer may be terminated by us or by the executive at any time, with or without cause, subject to the provisions of his or her employment agreement. Each named executive officer is entitled to receive severance benefits pursuant to the terms of his or her employment agreement upon either termination by us without cause or resignation by the executive for good reason. A named executive officer is not eligible for benefits if his or her termination is due to death or permanent disability.

A termination for “good reason” includes any of the following company actions:

• a diminution in the executive’s responsibilities, title, duties and reporting lines compared to those existing immediately prior to a change of control;

• a reduction in the executive’s salary, incentive compensation and other employee benefits compared to those existing immediately prior to a change of control;

• relocation of the executive to an office more than 40 miles from the executive’s principal office immediately prior to a change of control;

• breach by us of the executive’s employment agreement;

• failure of any successor to assume, in writing, all obligations under the executive’s employment agreement.

A termination for “cause” includes any of the following actions by the executive: embezzlement; misappropriation of our funds; conviction of a felony; any act of fraud, deceit, or dishonesty causing us material

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economic harm; material breach of the executive’s employment agreement; willful failure to substantially perform his or her duties; willful breach of fiduciary duty to us involving personal profit; significant violation of our policies or other contractual, statutory or common law duties to us.

A “change of control” for these purposes consists of any of the following:

• an acquisition of more than 50 percent of our voting securities (other than acquisitions from or by us);

• any stockholder-approved transfer or disposition of all or substantially all of our assets;

• any plan of liquidation providing for the distribution of all or substantially all of our assets;

• the consummation of a reorganization, merger or consolidation or sale or disposition of all or substantially all our assets or the acquisition of assets or stock of another corporation or other business combination, unless following such business combination (1) all or substantially all of the beneficial owners of our securities before the business combination beneficially own more than 60% of the voting securities of the resulting corporation in substantially the same proportions as their ownership before the transaction; (2) no person owns 20% or more of the voting securities of the resulting corporation except to the extent that such ownership existed before the business combination; and (3) the members of our board of directors prior to such business combination constitute at least a majority of the board of directors of the resulting corporation; or

• a change in the composition of our board over a period of 36 months or less such that a majority of the board members cease to be continuing directors.

Under each named executive officer’s employment agreement, the executive may become entitled to certain “Severance Payments” upon termination of employment without cause or by the employee for good reason after a change in control. These Severance Payments are described more specifically below, but generally include a lump sum payment tied to salary and bonus level and accelerated vesting of stock options. In the event that any Severance Payments would be subject to the excise tax imposed by Section 4999 of the Code, we will “gross up”, on an after-tax basis, the executive officer’s compensation so as to put him in the same after-tax position he would have enjoyed had the Section 4999 excise tax not applied to the Severance Payments. These make-whole provisions include certain computational assumptions and conventions, for example: (1) any other payments or benefits received in connection with a change in ownership or control will be treated as parachute payments, and all excess parachute payments are treated as subject to the excise tax, both as defined by Section 280G of the Code, and (2) the amount of the severance payments which will be treated as subject to the excise tax will be the lesser of the total amount of the severance payments or the amount of the excess parachute payments.

Upon any termination, each named executive officer, his or her spouse and eligible dependents will be entitled to continued medical and dental benefits at active-employee rates for a period of 12 months following termination, and such benefits will not be reduced by benefits obtained from a subsequent employer.

Any named executive officer who voluntarily resigns for any reason other than good reason during the 12 month period following a change of control, will not be entitled to any severance payment or acceleration of the vesting of any unvested stock options.

According to the terms of each named executive officer’s Nonqualified Stock Option Agreements, if their employment is terminated due to their death or disability or for any other reason except by us for cause, the unvested portion of their stock option will expire on the date they are terminated. The vested portion will remain exercisable until the earlier of either the expiration of the option period or 12 months after such termination in the case of termination due to death or disability, or 90 days after any other termination other than termination by us for cause.

However, if such termination, including termination by the named executive officer for good reason, occurs before our initial public offering, then the vested portion will remain exercisable until the earlier of either 90 days following such offering or immediately prior to the occurrence of a liquidity event (as defined in the Stockholders Agreement).

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If we terminate any named executive officer’s employment for cause, both the unvested and vested portions of the stock option will terminate on the same date their employment is terminated.

Scot Melland

If Mr. Melland’s employment is terminated by us without cause prior to a change of control, he will be entitled to a lump sum severance payment of one times the sum of his then current annual salary plus his then current target bonus, and accelerated vesting of 25% of his then unvested stock options.

If Mr. Melland’s employment is terminated following a change of control, either by us without cause or by him for good reason, he will be entitled to a lump sum severance payment of 117 percent of his then current annual salary plus his then current target bonus, and all of his outstanding stock options will immediately become vested and exercisable.

Mr. Melland will be entitled to an additional lump sum payment equal to 50 percent of his then current annual salary if, within 60 days after any termination, he enters into a written separation agreement containing a covenant not to engage in any business that competes with us, solicit our employees, or disparage us for a period of 18 months following such termination. Mr. Melland will also be entitled to this lump sum payment if we do not negotiate such a separation agreement with him within 60 days following his termination.

In accordance with the terms of the Nonqualified Stock Option Agreements entered into by Mr. Melland, the stock options granted to him will immediately become fully vested and exercisable on the date of any change of control and will remain exercisable until expiration of the relevant option periods.

Michael Durney

If Mr. Durney’s employment is terminated by us without cause prior to a change of control, we will provide him with a severance payment in an amount equal to his then current annual salary, provided he executes and delivers a release form prepared by us. In the event of such termination, all of Mr. Durney’s outstanding options will immediately become vested.

If Mr. Durney’s employment is terminated either by us without cause or by him for good reason within 12 months following a change of control, he will be entitled to a lump sum severance payment of one times the sum of his then current annual salary plus his then current target bonus (or, if higher, the amount of bonus attributable to a calendar year’s service paid to the executive immediately prior to the change of control), and all outstanding stock options will immediately become vested and exercisable.

Thomas Silver

If Mr. Silver’s employment is terminated by us without cause prior to a change of control, he will be entitled to a lump sum severance payment of one times his then current annual base salary.

If Mr. Silver’s employment is terminated either by us without cause or by him for good reason following a change of control, he will be entitled to a lump sum severance payment of one times the sum of his then current annual salary plus his then current target bonus, and all outstanding stock options will immediately become vested.

Brian Campbell

If Mr. Campbell’s employment is terminated by us without cause before a change of control, he will be entitled to a lump sum severance payment of 75 percent of his then current annual salary. If Mr. Campbell’s employment is terminated either by us without cause or by him for good reason within 12 months following a

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change of control, he will be entitled to receive a lump sum severance payment equal to one times his then current annual salary plus the amount of his most recently paid regular annual bonus, excluding special bonuses (or, if higher, the amount of bonus attributable to a calendar year’s service paid to him immediately prior to the change of control), and all outstanding stock options will immediately become vested and exercisable.

Constance Melrose

If Ms. Melrose’s employment is terminated by us without cause, she will be entitled to a severance payment equal to 50 percent of her then current annual salary.

If Ms. Melrose’s employment is terminated either by us without cause or by her for good reason within 12 months following a change of control, she will be entitled to a lump sum severance payment equal to the sum of 50 percent of her then current annual salary plus 50 percent of her then current target bonus (or, if higher, the amount of bonus attributable to a calendar year’s service paid to her immediately prior to the change of control), and all outstanding stock options will immediately become vested and exercisable.

Termination Payments

The following table sets forth the payments each of our named executive officers would have received if their employment had been terminated by us without cause on December 31, 2006 and there was no change of control.

Name	Benefit	Amount Payable for Termination Without Cause
Scot W. Melland	Cash Severance	673,750
	Medical and Dental Benefits	12,143
	*Option Acceleration Value	2,285,366
	Entry into a Separation Agreement with us	192,500
Michael P. Durney	Cash Severance	293,000
	Medical and Dental Benefits	12,143
	*Option Acceleration Value	3,110,521
Thomas Silver	Cash Severance	276,000
	Medical and Dental Benefits	12,143
Brian Campbell	Cash Severance	188,400
	Medical and Dental Benefits	12,143
Constance Melrose	Cash Severance	104,000
	Medical and Dental Benefits	8,096

* Option acceleration values reflect the cash-out value of the non-vested options equal to their spread (fair value of the underlying stock less the exercise price) at the assumed payment date, which is December 31, 2006.

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Change of Control Termination

The following table sets forth the payments each of our named executive officers would have received if, following a change of control, their employment had been terminated by us without cause, or by them for good reason on December 31, 2006.

Name	Benefit	Amount Payable for Termination Without Cause or for Good Reason
Scot W. Melland	Cash Severance	976,057
	Medical and Dental Benefits	12,143
	*Option Acceleration Value	9,141,464
	Entry into a Separation Agreement with us	192,500
Michael P. Durney	Cash Severance	560,000
	Medical and Dental Benefits	12,143
	*Option Acceleration Value	3,110,521
Thomas Silver	Cash Severance	488,077
	Medical and Dental Benefits	12,143
	*Option Acceleration Value	3,110,521
Brian Campbell	Cash Severance	385,200
	Medical and Dental Benefits	12,143
	*Option Acceleration Value	662,213
Constance Melrose	Cash Severance	160,800
	Medical and Dental Benefits	8,096
	*Option Acceleration Value	453,313

* Option acceleration values reflect the cash-out value of the non-vested options equal to their spread (fair value of the underlying stock less the exercise price) at the assumed payment date, which is December 31, 2006.

Director Compensation Table

Name	Fees Earned or Paid in Cash ($)(1)		Option Awards ($)(2)			Total ($)
Scot W. Melland	$	—	$	—		$	—
Peter Ezersky		—		—			—
David S. Gordon		800		—			800
David C. Hodgson		—		—			—
Christopher G. Lanning (3)		—		—			—
Anton J. Levy		—		—			—
Jeffrey S. Nordhaus		—		—			—
Steven Rattner (4)		—		—			—
James Treacy (5)		6,944		29,529			36,473
William Wyman		800		3,863	(6)		4,663

(1) During 2006, Mr. Gordon, Mr. Treacy and Mr. Wyman each receive a flat fee of $10,000 per annum for serving on our Board of Directors.

(2) Represents the compensation cost of stock options recognized for financial statement reporting purposes with respect to the last fiscal year in accordance with FAS123R. See note 2 to our consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Stock and Stock–Based Compensation” for the assumptions made in determining these values.

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(3) Mr. Lanning resigned as a director of our company effective as of March 28, 2007.

(4) Mr. Rattner resigned as a director of our company effective as of March 30, 2007.

(5) The FAS 123R grant date fair value was $115,324. As of December 31, 2006, this grant constituted an option to purchase 254 shares of our common stock. These options were awarded pursuant to the Nonqualified Stock Option Agreement entered into by Mr. Treacy on May 2, 2006 under our 2005 Omnibus Stock Plan. Under this agreement, 25% of the total options granted are exercisable on the first anniversary of the vesting commencement date, May 2, 2006, and in installments of 6.25% quarterly after that. Upon the occurrence of a change of control, the entire option will immediately become fully vested and exercisable as of the date of such change of control. At December 31, 2006, Mr. Treacy held no other Company options. If Mr. Treacy’s service as a board member is terminated due to his death or disability or for any other reason except by us for cause the unvested portion of his stock option will expire on the date he is terminated. The vested portion will remain exercisable until the earlier of either the expiration of the option period, May 2, 2016, or 12 months after such termination in the case of termination due to death or disability, or 90 days after such termination in the case of any other termination other than by us for cause. If Mr. Treacy is terminated for cause, both the vested and unvested portions of the option will immediately terminate.

Mr. Treacy resigned as a director of our company effective as of March 28, 2007. We accelerated the vesting of a portion of his options so that options to purchase 127 shares of common stock immediately became fully vested and exercisable and the remaining 127 options expired. Mr. Treacy has until December 31, 2007 to exercise the vested options.

(6) The FAS 123R grant date fair value was $185,445. As of December 31, 2006, this grant constituted an option to purchase 254 shares of our common stock. At December 31, 2006, Mr. Wyman held no other Company options. Mr. Wyman’s option awards have the same terms as Mr. Treacy’s awards described in the first paragraph of footnote 5 above.

Compensation Committee lnterlocks and Insider Participation

None of our executive officers serves as a member of the board of directors or Compensation Committee of any entity that has one or more executive officers who serve on our board of directors or compensation committee.

Incentive Plans

Cash Incentive Plan

Prior to the consummation of this offering, we expect to adopt a Cash Incentive Plan for certain of our executives. The purpose of the Cash Incentive Plan is to promote the success of the Company by (i) compensating and rewarding participating executives with cash bonuses for the achievement of performance targets with respect to a specified performance period and (ii) motivating such executives by giving them opportunities to receive bonuses directly related to such performance. The Cash Incentive Plan is generally intended to provide bonuses that qualify as performance-based compensation within the meaning of Section 162(m) of the Code.

Section 162(m) of the Code generally provides that we may not take a federal income tax deduction for compensation in excess of $1,000,000 paid to certain executive officers in any one year. Certain performance-based compensation is exempt from this limit. Specifically, Section 162(m) of the Code does not preclude us from taking a federal income tax deduction for certain qualifying performance-based compensation paid to an executive officer in a year even if that compensation exceeds $1,000,000. The Cash Incentive Plan is structured to satisfy the requirements for performance-based compensation within the meaning of Section 162(m) of the Code and related IRS regulations. Section 162(m) requires that certain material terms of the Cash Incentive Plan, including the performance criteria of the Company and maximum amounts payable, be approved by our stockholders.

Administration. The Cash Incentive Plan will be administered by a committee (which may be the board of directors of our Compensation Committee or a subcommittee of our Compensation Committee). It is intended

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that our Compensation Committee will be selected by our board of directors and will be composed of two or more members of our board, each of whom will be required to be an “outside director” within the meaning of Section 162(m) of the Code. The committee will have all the authority that may be necessary or helpful to enable it to discharge its responsibilities with respect to the Cash Incentive Plan, including authority to determine eligibility for participation, establish the maximum award that may be earned by each participant, which may be expressed in terms of dollar amount, percentage of salary or any other measurement, establish goals for each participant, establish the applicable performance period, calculate and determine each participant’s level of attainment of these goals and calculate an award for each participant based upon such level of attainment. Except as otherwise specifically stated in the Cash Incentive Plan, the committee will have full power and authority to construe, interpret and administer the Cash Incentive Plan.

Eligibility. The Cash Incentive Plan provides that the committee will designate the officers and other key executives who will be eligible for awards for the “performance period” during which performance is measured. A performance period is any period of at least 12 months as determined by our compensation committee.

Bonus Awards and Performance Goals. For each performance period, the committee will establish a maximum award (and, if our compensation committee so determines, a target and/or threshold award) and goals for each participant (“performance goals”). Performance goals may relate to our performance, the performance of one or more of our subsidiaries, divisions or departments and/or performance specific to the participant’s function. The committee will communicate these performance goals to each participant prior to or during the applicable performance period. Participants will earn awards only upon the attainment of the applicable performance goals during the applicable performance period as and to the extent established by the committee.

The performance goals for participants will be based on attainment of specific levels of our performance and/or the performance of our subsidiaries, divisions or departments and/or functional performance, as applicable, with reference to one or more of the following performance criteria:

• net earnings or net income (before or after taxes);

• basic or diluted earnings per share (before or after taxes);

• revenue;

• gross profit or gross profit growth;

• net operating profit (before or after taxes);

• return measures (including, but not limited to, return on assets, capital, invested capital, equity or sales);

• cash flow (including, but not limited to, operating cash flow, free cash flow and cash flow return on capital);

• earnings before or after taxes, interest, depreciation and amortization;

• gross or operating margins;

• productivity ratios;

• share price (including, but not limited to, growth measures and total stockholder return);

• expense targets;

• margins;

• operating efficiency;

• objective measures of customer satisfaction;

• working capital targets; and

• measures of economic value added.

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As soon as practicable following the end of the applicable performance period, the committee will certify the attainment of the performance goals and will calculate the award, if any, payable to each participant. Bonus awards will be paid in a lump sum cash payment as soon as practicable following the determination of the applicable amount by the committee. The committee retains the right to reduce any award in its discretion. The maximum amount payable to a participant in respect of an annual bonus award that is intended to qualify for the “performance-based compensation” exception to Section 162(m) of the Code is $             million.

Termination or Amendment of Plan. The committee may amend, suspend or terminate the Cash Incentive Plan at any time, provided that no amendment may be made without the approval of our stockholders if the effect of any amendment would be to cause outstanding or pending awards that are intended to qualify for the “performance-based compensation” exception to Section 162(m) of the Code to cease to qualify for this exception.

2005 Omnibus Stock Plan

We adopted the 2005 Plan effective upon the closing of the 2005 Acquisition. The purpose of the 2005 Plan is to provide incentives to persons or entities in a position to contribute to our long-term success, to increase their interest in our welfare and to aid in attracting, retaining and motivating persons of outstanding ability. As of April 30, 2007, there were nonqualified options outstanding under the 2005 Plan to acquire an aggregate of 17,938 shares of our common stock that were granted at an exercise price per share equal to the fair market value of a share on the date of grant. As of April 30, 2007, there were 135 shares of our common stock that remain available for grants of options under the 2005 Plan. The 2005 Plan is administered by our board or such other committee as may be appointed by our board with responsibility for the administration of the 2005 Plan. We expect that the Compensation Committee will administer the 2005 Plan following the completion of the offering. The Compensation Committee will have full and final authority to adopt, amend, suspend, waive and rescind such rules and regulations and appoint such agents as it may deem necessary or advisable to administer the 2005 Plan, to correct any defect or supply any omission or reconcile any inconsistency in the 2005 Plan and to construe and interpret the 2005 Plan and any option, grant letter or other instrument under the 2005 Plan and make all other decisions and determinations as may be required under the terms of the 2005 Plan or as it may deem necessary or advisable for the administration of the 2005 Plan.

Unless otherwise determined by the Compensation Committee and set forth in a grant letter, options granted under the 2005 Plan shall terminate on the 10th anniversary of the date of grant, subject to earlier termination in the event of termination of employment. Upon vesting, options granted under the 2005 Plan may be exercised in accordance with their terms. In the event of any reorganization, merger, exchange or issuance of shares of our common stock or other securities or other similar transactions or events involving a change in our capitalization, the Compensation Committee may in its discretion make equitable adjustment in, among other things, the number and kind of shares of our common stock that may be available for option grants, delivered or deliverable in respect of outstanding options and the exercise price. The Compensation Committee may, at any time, alter, amend, suspend, discontinue or terminate the 2005 Plan; provided, however, that except as provided above in connection with certain changes in our capitalization, no such action shall adversely affect the rights of grantees with respect to options previously granted under the 2005 Plan.

2007 Equity Award Plan

We adopted the 2007 Equity Plan effective on April 30, 2007. The purpose of our 2007 Equity Plan is to give us a competitive edge in attracting, retaining and motivating employees, directors and consultants and to provide us with a stock plan providing incentives directly related to increases in our stockholder value.

Administration. A committee (which may be the board of directors, our Compensation Committee, or a subcommittee of our Compensation Committee) will administer our 2007 Equity Plan. The committee will have the authority to determine the terms and conditions of any agreements evidencing any awards granted under our 2007 Equity Plan and to adopt, alter and repeal rules, guidelines and practices relating to our 2007 Equity Plan.

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The committee will have full discretion to administer and interpret the 2007 Equity Plan and to adopt such rules, regulations and procedures as it deems necessary or advisable and to determine, among other things, the time or times at which the awards may be exercised and whether and under what circumstances an award may be exercised.

Eligibility. Any of our employees, directors, officers or consultants or of our subsidiaries or their respective affiliates will be eligible for awards under our 2007 Equity Plan. The committee has the sole and complete authority to determine who will be granted an award under the 2007 Equity Plan.

Number of Shares Authorized. The 2007 Equity Plan provides for an aggregate of 4,266 shares of our common stock to be available for awards (subject to an automatic increase equal to 2% of the outstanding shares of our common stock (on a fully-diluted basis) on each of January 1, 2008, 2009, 2010, 2011 and 2012). No more than 7,110 shares of our common stock may be issued in respect of incentive stock options under our 2007 Equity Plan. No participant may be granted awards of options and stock appreciation rights with respect to more than 7,110 shares of our common stock in any one year. No more than 7,110 shares of our common stock may be granted under our 2007 Equity Plan with respect to performance compensation awards in any one year. If any award is forfeited or if any option terminates, expires or lapses without being exercised, shares of our common stock subject to such award will again be made available for future grant. If there is any change in our corporate capitalization, the committee in its sole discretion may make substitutions or adjustments to the number of shares reserved for issuance under our 2007 Equity Plan, the number of shares covered by awards then outstanding under our 2007 Equity Plan, the limitations on awards under our 2007 Equity Plan, the exercise price of outstanding options and such other equitable substitution or adjustments as it may determine appropriate.

The 2007 Equity Plan has a term of ten years and no further awards may be granted after that date.

Awards Available for Grant. The committee may grant awards of nonqualified stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards or any combination of the foregoing.

Options. The committee will be authorized to grant options to purchase shares of common stock that are either “qualified,” meaning they are intended to satisfy the requirements of Section 422 of Code for incentive stock options, or “nonqualified,” meaning they are not intended to satisfy the requirements of Section 422 of the Code. Options granted under our 2007 Equity Plan will be subject to the terms and conditions established by the committee. Under the terms of our 2007 Equity Plan, unless the committee determines otherwise, the exercise price of the options will not be less than the fair market value of our common stock at the time of grant. Options granted under the 2007 Equity Plan will be subject to such terms, including the exercise price and the conditions and timing of exercise, as may be determined by committee and specified in the applicable award agreement. The maximum term of an option granted under the 2007 Equity Plan will be ten years from the date of grant (or five years in the case of a qualified option granted to a 10% stockholder). Payment in respect of the exercise of an option may be made in cash or by check, by surrender of unrestricted shares (at their fair market value on the date of exercise) that have been held by the participant for at least six months or have been purchased on the open market, or the committee may, in its discretion and to the extent permitted by law, allow such payment to be made through a broker-assisted cashless exercise mechanism or by such other method as the committee may determine to be appropriate.

Stock Appreciation Rights. The committee will be authorized to award stock appreciation rights (referred to in this prospectus as SARs) under the 2007 Equity Plan. SARs will be subject to the terms and conditions established by the committee. A SAR is a contractual right that allows a participant to receive, either in the form of cash, shares or any combination of cash and shares, the appreciation, if any, in the value of a share over a certain period of time. An option granted under the 2007 Equity Plan may include SARs and SARs may also be awarded to a participant independent of the grant of an option. SARs granted in connection with an option shall be subject to terms similar to the option corresponding to such SARs. The terms of the SARs shall be subject to terms established by the committee and reflected in the award agreement.

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Restricted Stock. The committee will be authorized to award restricted stock under the 2007 Equity Plan. Awards of restricted stock will be subject to the terms and conditions established by the committee. Restricted stock is common stock that generally is non-transferable and is subject to other restrictions determined by the committee for a specified period. Unless the committee determines otherwise or specifies otherwise in an award agreement, if the participant terminates employment or services during the restricted period, then any unvested restricted stock is forfeited.

Restricted Stock Unit Awards. The committee will be authorized to award restricted stock unit awards. Restricted stock unit awards will be subject to the terms and conditions established by the committee. Unless the committee determines otherwise, or specifies otherwise in an award agreement, if the participant terminates employment or services during the period of time over which all or a portion of the units are to be earned, then any unvested units will be forfeited. At the election of the committee, the participant will receive a number of shares of common stock equal to the number of units earned or an amount in cash equal to the fair market value of that number of shares at the expiration of the period over which the units are to be earned or at a later date selected by the committee.

Stock Bonus Awards. The committee will be authorized to grant awards of unrestricted shares of our common stock, either alone or in tandem with other awards, under such terms and conditions as the committee may determine.

Performance Compensation Awards. The committee may grant any award under the 2007 Equity Plan in the form of a performance compensation award by conditioning the vesting of the award on the satisfaction of certain performance goals. The committee may establish these performance goals with reference to one or more of the following:

• net earnings or net income (before or after taxes);

• basic or diluted earnings per share (before or after taxes);

• net revenue or net revenue growth;

• gross profit or gross profit growth;

• net operating profit (before or after taxes);

• return measures (including, but not limited to, return on assets, capital, invested capital, equity or sales);

• cash flow (including, but not limited to, operating cash flow, free cash flow and cash flow return on capital);

• earnings before or after taxes, interest, depreciation, and amortization;

• gross or operating margins;

• productivity ratios;

• share price (including, but not limited to, growth measures and total stockholder return);

• expense targets;

• margins;

• operating efficiency;

• objective measures of customer satisfaction;

• working capital targets; and

• measures of economic value added.

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Transferability. Each award may be exercised during the participant’s lifetime only by the participant or, if permissible under applicable law, by the participant’s guardian or legal representative and may not be otherwise transferred or encumbered by a participant other than by will or by the laws of descent and distribution.

Amendment. Our 2007 Equity Plan will have a term of 10 years. Our board of directors may amend, suspend or terminate our 2007 Equity Plan at any time; however, stockholder approval to amend our 2007 Equity Plan may be necessary if the law so requires. No amendment, suspension or termination will impair the rights of any participant or recipient of any award without the consent of the participant or recipient.

Change in Control. In the event of a change in control (as defined in the 2007 Equity Plan), all outstanding options and equity awards (other than performance compensation awards) issued under the 2007 Equity Plan may, in the discretion of the committee, become fully vested and performance compensation awards will vest, as determined by the committee, based on the level of attainment of the specified performance goals. The committee may, in its discretion, cancel outstanding awards and pay the value of such awards to the participants in connection with a change in control.

U.S. Federal Income Tax Consequences

The following is a general summary of the material U.S. federal income tax consequences of the grant and exercise and vesting of awards under our plans and the disposition of shares acquired pursuant to the exercise of such awards and is intended to reflect the current provisions of the Code and the regulations thereunder. This summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local and payroll tax considerations. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant.

Options. The Code requires that, for treatment of an option as a qualified option, shares of our common stock acquired through the exercise of a qualified option cannot be disposed of before the later of (i) two years from the date of grant of the option, or (ii) one year from the date of exercise. Holders of qualified options will generally incur no federal income tax liability at the time of grant or upon exercise of those options. However, the spread at exercise will be an “item of tax preference,” which may give rise to “alternative minimum tax” liability for the taxable year in which the exercise occurs. If the holder does not dispose of the shares before two years following the date of grant and one year following the date of exercise, the difference between the exercise price and the amount realized upon disposition of the shares will constitute long-term capital gain or loss, as the case may be. Assuming both holding periods are satisfied, no deduction will be allowed to us for federal income tax purposes in connection with the grant or exercise of the qualified option. If, within two years following the date of grant or within one year following the date of exercise, the holder of shares acquired through the exercise of a qualified option disposes of those shares, the participant will generally realize taxable compensation at the time of such disposition equal to the difference between the exercise price and the lesser of the fair market value of the shares on the date of exercise or the amount realized on the subsequent disposition of the shares, and that amount will generally be deductible by us for federal income tax purposes, subject to the possible limitations on deductibility under Sections 280G and 162(m) of the Code for compensation paid to executives designated in those Sections. Finally, if an otherwise qualified option becomes first exercisable in any one year for shares having an aggregate value in excess of $100,000 (based on the grant date value), the portion of the qualified option in respect of those excess shares will be treated as a non-qualified stock option for federal income tax purposes. No income will be realized by a participant upon grant of a non-qualified stock option. Upon the exercise of a non-qualified stock option, the participant will recognize ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the underlying exercised shares over the option exercise price paid at the time of exercise. We will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

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Restricted Stock. A participant will not be subject to tax upon the grant of an award of restricted stock unless the participant otherwise elects to be taxed at the time of grant pursuant to Section 83(b) of the Code. On the date an award of restricted stock becomes transferable or is no longer subject to a substantial risk of forfeiture, the participant will have taxable compensation equal to the difference between the fair market value of the shares on that date over the amount the participant paid for such shares, if any, unless the participant made an election under Section 83(b) of the Code to be taxed at the time of grant. If the participant made an election under Section 83(b), the participant will have taxable compensation at the time of grant equal to the difference between the fair market value of the shares on the date of grant over the amount the participant paid for such shares, if any. (Special rules apply to the receipt and disposition of restricted shares received by officers and directors who are subject to Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”)). We will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Restricted Stock Units. A participant will not be subject to tax upon the grant of a restricted stock unit award. Rather, upon the delivery of shares or cash pursuant to a restricted stock unit award, the participant will have taxable compensation equal to the fair market value of the number of shares (or the amount of cash) he actually receives with respect to the award. We will be able to deduct the amount of taxable compensation to the participant for U.S. federal income tax purposes, but the deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

SARs. No income will be realized by a participant upon grant of a SAR. Upon the exercise of a SAR, the participant will recognize ordinary compensation income in an amount equal to the fair market value of the payment received in respect of the SAR. We will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Stock Bonus Awards. A participant will have taxable compensation equal to the difference between the fair market value of the shares on the date the award is made over the amount the participant paid for such shares, if any. We will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Section 162(m). In general, Section 162(m) of the Code denies a publicly held corporation a deduction for U.S. federal income tax purposes for compensation in excess of $1,000,000 per year per person to its chief executive officer and the four other officers whose compensation is required by the Exchange Act to be disclosed in its proxy statement, subject to certain exceptions. The 2007 Equity Plan is intended to satisfy either an exception or applicable transitional rule requirements with respect to grants of options to covered employees. In addition, the 2007 Equity Plan is designed to permit certain awards of restricted stock, restricted stock units and other awards to be awarded as performance compensation awards intended to qualify under either the “performance-based compensation” exception to Section 162(m) of the Code or applicable transitional rule requirements.

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PRINCIPAL AND SELLING STOCKHOLDERS

The table below sets forth, as of April 30, 2007, information with respect to the beneficial ownership of our common stock by:

• each of our directors and each of the executive officers named in the Summary Compensation Table under “Executive Compensation,”

• each of the selling stockholders;

• each person who is known to be the beneficial owner of more than 5% of any class or series of our capital stock, and

• all of our directors and executive officers as a group.

The amounts and percentages of common stock beneficially owned are reported on the basis of the regulations of the Commission governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities.

	Shares of Common Stock Beneficially Owned Before This Offering(1)(2)			Number of Shares Being Offered	Shares of Common Stock Beneficially Owned After This Offering(3)
Name and Address of Beneficial Owner	Number of Shares	Percentage of Class			Number of Shares	Percentage of Class
General Atlantic Partners 79, L.P.(4)	38,807.2	32.4	%
GapStar, LLC(4)	1,036.9	*
GAP-W, LLC(4)	11,566.9	9.6	%
GAP Coinvestments III, LLC(4)	3,089.6	2.6	%
GAP Coinvestments IV, LLC(4)	713.3	*
GAP GmbH & Co.(4)	86.2	*
Quadrangle Capital Partners II LP(5)	49,019.6	40.9	%
Quadrangle Select Partners II LP(5)	1,217.2	1.0	%
Quadrangle Capital Partners II-A LP(5)	5,063.2	4.2	%
Scot W. Melland(6)(7)	3,434	2.9	%
Michael P. Durney(6)(8)	1,347	1.1	%
Thomas Silver(6)(9)	1,097	*
Constance Melrose(6)(10)	162	*
Brian Campbell(6)(11)	251	*
John W. Barter(6)	—	—
Peter Ezersky(12)	55,300	46.1	%
David Gordon(6)	555	*
David C. Hodgson(4)(13)	55,300	46.1	%
Anton J. Levy(4)(13)	55,300	46.1	%
Jeffrey S. Nordhaus(12)	55,300	46.1	%
William Wyman(6)	—	—
All current directors and executive officers as a group (14 persons)(14)	8,387	7.0	%

* Less than 1%

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(1) Includes for each of the following persons the number of shares of common stock into which the Series A convertible preferred stock as set forth next to their name in the table below may be converted. The Series A convertible preferred stock is convertible, at any time, into an equal number of shares of common stock and will be converted into common stock prior to the consummation of this offering.

Name and Address of Beneficial Owner	Number of Shares
General Atlantic Partners 79, L.P.	38,737
GapStar, LLC	1,035
GAP-W, LLC	11,546
GAP Coinvestments III, LLC	3,084
GAP Coinvestments IV, LLC	712
GAP GmbH & Co.	86
Quadrangle Capital Partners II LP	48,931
Quadrangle Select Partners II LP	1,215
Quadrangle Capital Partners II-A LP	5,054
Scot W. Melland	650
Michael P. Durney	400
Thomas Silver	150
Constance Melrose	25
Brian Campbell	50
All current directors and executive officers as a group (14 persons)	3,249

(2) Gives effect to the Conversion.

(3) Gives effect to the Conversion and the Stock Split and assumes no exercise of the underwriters’ option to purchase additional shares to cover over-allotments. The underwriters have an option to purchase up to an additional          shares.

(4) General Atlantic is the general partner of General Atlantic Partners 79, L.P. (“GAP 79”). General Atlantic is also the sole member of GapStar, LLC (“GapStar”) and the manager of GAP-W, LLC (“GAP-W”). The managing members of GAP Coinvestments III, LLC (“GAPCO III”) and GAP Coinvestments IV, LLC (“GAPCO IV) are Managing Directors of General Atlantic. GAPCO Management GmbH (“GmbH Management”) is the general partner of GAPCO GmbH & Co. KG (“KG”). The Managing Directors of General Atlantic make voting and investment decisions with respect to the securities held by KG and GmbH Management. There are twenty-three Managing Directors of General Atlantic. General Atlantic, GAP 79, GAPCO III, GAPCO IV, GapStar, KG, GAP-W and GmbH Management are a “group” within the meaning of Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended, and may be deemed to own beneficially an aggregate of 55,200 shares of Series A convertible preferred stock, which represents 46.1% of the outstanding shares of Series A convertible preferred stock and         % of the Company’s issued and outstanding shares of common stock (after giving effect to the Conversion and Stock Split). David C. Hodgson is a Managing Director of General Atlantic and GmbH Management and a Managing Member of GAPCO III and GAPCO IV. Mr. Hodgson disclaims beneficial ownership of such shares beneficially owned by them except to the extent of his pecuniary interest therein. Anton L. Levy is a Managing Director of General Atlantic and a Managing Member of GAPCO III and GAPCO IV. Mr. Levy disclaims beneficial ownership of such shares beneficially owned by them except to the extent of his pecuniary interest therein. In addition, the other Managing Directors of General Atlantic are H. Raymond Bingham, Steven A. Denning, Peter L. Bloom, Mark F. Dzialga, Klaus Esser, Vince Feng, William E. Ford, William O. Grabe, Abhay Havaldar, Rene M. Kern, Jonathan Korngold, Christopher G. Lanning, Marc F. McMorris, Thomas J. Murphy, Matthew Nimetz, Andrew C. Pearson, David A. Rosenstein, Franchon M. Smithson, Tom C. Tinsley, Philip P. Trahanas, and Florian P. Wendelstadt. Each of these individuals disclaims ownership of such shares owned by General Atlantic except to the extent he or she has a pecuniary interest therein. Other than their interest in General Atlantic, these individuals are not affiliated with us, our management or any of the named underwriters for this offering. The mailing address for General Atlantic and the General Atlantic Stockholders (other than KG and GmbH Management) is c/o General Atlantic Service Company, LLC,

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3 Pickwick Plaza, Greenwich, CT 06830. The mailing address of KG and GmbH Management is c/o General Atlantic GmbH, Koenigsallee 63, 40212 Düsseldorf, Germany. If the underwriters exercise their over-allotment option, the maximum number of shares that would be sold by GAP 79, GapStar, GAP-W, GAPCO III, GAPCO IV and GmbH Management would be             ,             ,             ,             ,              and                  shares, respectively, and GAP 79, GapStar, Gap-W, GAPCO III, GAPCO IV and GmbH would beneficially own             ,             ,             ,             ,              and                  shares, respectively.

(5) QCP GP Investors II LLC is the general partner of Quadrangle GP Investors II LP, which is the general partner of each of the Quadrangle Stockholders. QCP GP Investors II LLC disclaims beneficial ownership of the shares of Series A convertible preferred stock that may be deemed beneficially owned by the Quadrangle Stockholders or any of their affiliates. The mailing address for the Quadrangle Stockholders is c/o Quadrangle Group LLC, 375 Park Avenue, New York, NY 10152. If the underwriters exercise their over-allotment option, the maximum number of shares that would be sold by Quadrangle Capital Partners II LP, Quadrangle Select Partners II LP and Quadrangle Capital Partners II-A LP would be             ,              and                  shares, respectively, and Quadrangle Capital Partners II LP, Quadrangle Select Partners II LP and Quadrangle Capital Partners II-A LP would beneficially own             ,              and                  shares, respectively.

(6) Such person’s business address is c/o Dice Holdings, Inc., 3 Park Avenue, New York, NY 10016.

(7) This amount includes options to purchase 2,784 shares of common stock that are vested and exercisable or will become vested and exercisable within 60 days.

(8) This amount includes options to purchase 947 shares of common stock that are vested and exercisable or will become vested and exercisable within 60 days.

(9) This amount includes options to purchase 947 shares of common stock that are vested and exercisable or will become vested and exercisable within 60 days.

(10) This amount includes options to purchase 137 shares of common stock that are vested and exercisable or will become vested and exercisable within 60 days.

(11) This amount includes options to purchase 201 shares of common stock that are vested and exercisable or will become vested and exercisable within 60 days.

(12) Such person is a Managing Member of QCP GP Investors II LLC, which is the general partner of Quadrangle GP Investors II LP. Quadrangle GP Investors II LP is the general partner of Quadrangle Capital Partners II LP, Quadrangle Select Partners II LP and Quadrangle Capital Partners II-A LP, and such person may therefore be deemed to share beneficial ownership of the 49,019.6 shares owned by Quadrangle Capital Partners II LP, the 1,217.2 shares owned by Quadrangle Select Partners II LP and the 5,063.2 shares owned by Quadrangle Capital Partners II-A LP. Such person expressly disclaims beneficial ownership of the shares owned by Quadrangle Capital Partners II LP, Quadrangle Select Partners II LP, and Quadrangle Capital Partners II-A LP. Shares offered in the offering include              shares owned by Quadrangle Capital Partners II LP,              shares owned by Quadrangle Select Partners II LP and              shares owned by Quadrangle Capital Partners II-A LP. Amounts shown in beneficial ownership amounts after the offering include              shares owned by Quadrangle Capital Partners II LP,              shares owned by Quadrangle Select Partners II LP and              shares owned by Quadrangle Capital Partners II-A LP after giving effect to the offering. Such person’s business address is c/o Quadrangle Group LLC, 375 Park Avenue, New York, NY 10152.

(13) Such person’s business address is c/o General Atlantic Service Company, LLC, 3 Pickwick Plaza, Greenwich, CT 06830.

(14) This amount includes options to purchase 5,138 shares of common stock that are vested and exercisable or will become vested and exercisable within 60 days.

Relationship with Selling Stockholders

All of the shares offered by General Atlantic Stockholders and the Quadrangle Stockholders were issued in connection with the 2005 Acquisition. We have entered into a stockholders agreement with the Principal Stockholders and certain of our other stockholders pursuant to which we have granted registration rights to the Principal Stockholders. For additional information with respect to General Atlantic Stockholders and the Quadrangle Stockholders and their relationship with us please see “Certain Relationships and Related Transactions.”

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Conversion and Stock Split

Prior to this offering, we had one class of common stock and one class of preferred stock, our common stock and our Series A convertible preferred stock. In accordance with the terms of the certificate of designation for our Series A convertible preferred stock, the holders of 66 ²/3% of all outstanding Series A convertible preferred stock have the right at any time to require all the outstanding shares of Series A convertible preferred stock to be converted into an equal number of shares of our common stock. In addition, any holder of Series A convertible preferred stock may at any time convert its shares of Series A convertible preferred stock into an equal number of shares of our common stock. We expect that prior to the consummation of this offering, the Principal Stockholders, who together own more than 66 ²/3% of the outstanding Series A convertible preferred stock, will require that all of the outstanding shares of Series A convertible preferred stock be converted into our common stock and, as a result, after this offering, we will only have common stock outstanding. In addition, prior to the consummation of this offering, we will increase our total authorized number of shares of capital stock, make certain changes to our charter documents and effect a      to      stock split.

After the Conversion, the Stock Split and the consummation of this offering, we will have              shares of common stock outstanding and              shares of common stock issuable upon the exercise of options to purchase shares of common stock offered hereby.

Dividend

On October 27, 2006, we paid a cash dividend of approximately $11.2 million in the aggregate, or $100 per share, to holders of our Series A convertible preferred stock, which we refer to as the “2006 Dividend.” On March 23, 2007, we paid a dividend of approximately $107.9 million in the aggregate, or $900.11 per share, to holders of our common stock and Series A convertible preferred stock and made a payment of $4.6 million in the aggregate, or $900.11 per vested option, to holders of vested stock options in lieu of a dividend. The following table sets forth the cash proceeds received by the Principal Stockholders and each of our executive officers and directors in connection with these dividends:

	2006 Dividend		2007 Dividend
Executive Officers
Scot W. Melland	$	65,000	$	2,732,728
Michael P. Durney	$	40,000	$	1,090,031
Thomas Silver	$	15,000	$	865,004
Brian Campbell	$	5,000	$	199,824
Constance Melrose	$	2,500	$	128,715
John Benson	$	—	$	1,203,933
Paul Melde	$	2,500	$	117,014
Directors
John W. Barter	$	—	$	—
Peter Ezersky	$	—	$	—
David S. Gordon	$	—	$	499,561
David Hodgson	$	—	$	—
Anton S. Levy	$	—	$	—
Jeffrey S. Nordhaus	$	—	$	—
William Wyman	$	—	$	—

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Stockholders Agreement

We, the Principal Stockholders, the Management Stockholders and the eFG Stockholders are parties to an Amended and Restated Stockholders Agreement dated as of October 31, 2006. The Stockholders Agreement contains certain rights and restrictions with respect to the transfer of shares of our capital stock and contains provisions related to registration rights.

The Stockholders Agreement also contains certain provisions that will terminate automatically upon the consummation of this offering, including provisions related to the structure of our board of directors, corporate governance and the right of the Principal Stockholders to compel participation in a sale of the company and the right of the Management Stockholders and the eFG Stockholders to join in a sale of our company.

Restrictions on Transfer

Under the Stockholders Agreement, neither of the Principal Stockholders may sell or transfer shares of our capital stock (except for transfers to certain permitted transferees) without the consent of the other Principal Stockholder. Additionally, in accordance with the terms of the Stockholders Agreement, for a period of two years following the consummation of this offering, the Management Stockholders and the eFG Stockholders may only sell or transfer their shares of capital stock (except for transfers to certain permitted transferees) on a pro rata basis with the Principal Stockholders, based on their respective initial ownership level of our capital stock. The Stockholders Agreement contemplates that the Principal Stockholders will in good faith consider implementing mutually agreeable identical restrictions on transfer to be in effect following the consummation of this offering.

The Stockholders Agreement also provides that we, or if approved by our board, the Principal Stockholders on a pro rata basis, have the right at any time within 90 days after the later of the date any Management Stockholder ceases to be employed by us for any reason (excluding a leave of absence approved by us) or the date an involuntary transfer of shares held by such Management Stockholder occurs, including through bankruptcy and abandoned property laws, or the date we receive notice of such termination of employment or involuntary transfer, to purchase from such Management Stockholder all of the shares of our common stock or preferred stock then owned by him or her at a purchase price equal to the lesser of the fair market value or the price paid per share, if the Management Stockholder is terminated for cause and the shares were acquired pursuant to the exercise of options, or the fair market value in all other circumstances.

We also have the right under the Stockholders Agreement to purchase all or a portion of our securities proposed to be transferred by any eFG Stockholder to another eFG Stockholder upon the same terms and conditions as set forth in a written notice delivered by the selling party within the earlier of 30 days after the date we receive notice of the transfer or the date the parties to the transfer have been finally determined, unless the transfer is to certain permitted transferees, in which case this right of first refusal does not apply. If we elect not to purchase all of the securities proposed to be transferred, the Principal Stockholders may elect to purchase all (but not less than all) of the securities not purchased by us. If we and the Principal Stockholders have not collectively elected to purchase all the securities proposed to be transferred within the specified time period, then we are not entitled to purchase any of the securities and the selling party may during the 30 day period immediately following the date the parties to the transfer have been finally determined, transfer all of the securities to the other eFG Stockholder.

Registration Rights

Under the Stockholders Agreement, beginning upon the earlier of 180 days after the consummation of this offering or the early termination of the initial 180-day underwriter lock-up period, each of the General Atlantic Stockholders and the Quadrangle Stockholders are entitled to certain demand and piggyback registration rights. Each Principal Stockholder may demand up to four registrations (other than demands registrations to be effected pursuant to a registration statement on Form S-3, for which an unlimited number of demands is allowed). We are not required to comply with a demand for registration if the aggregate proceeds expected to be received from the

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sale of stock requested to be included in the registration is not expected to exceed $15 million. In accordance with the terms of the Stockholders Agreement, we are not required to effect more than one demand registration during any six-month period.

The non-requesting Principal Stockholders, the Management Stockholders and the eFG Stockholders are entitled to piggyback registration rights with respect to any registration request made by a Principal Stockholder. If the registration requested by a Principal Stockholder is in the form of an underwritten offering, and if the managing underwriter of the offering determines that the number of securities proposed to be offered would have an adverse affect on the offering, the number of shares included in the offering will be determined as follows:

• first, shares offered by the Principal Stockholders, the Management Stockholders (but only to the extent such shares were not acquired pursuant to the exercise of options) and the eFG Stockholders (pro rata, based on the number of their respective shares requested to be included in such offering);

• second, shares offered by any other stockholders (pro rata, based on the number of their respective shares requested to be included in such offering); and

• third, shares offered by us for our own account.

Each Principal Stockholder, Management Stockholder and eFG Stockholder is also entitled to piggyback registration rights with respect to any registration initiated by us after the consummation of this offering. If we initiate a registration in the form of an underwritten offering, and if the managing underwriter of the offering determines that the number of securities proposed to be offered would have an adverse affect on the offering, then the number of shares included in the offering shall be determined as follows:

• first, shares offered by us for our own account;

• second, shares requested to be included by the Principal Stockholders, the Management Stockholders and the eFG Stockholders (pro rata, based on the number of their respective shares requested to be included in such offering);

• third, shares offered by any other stockholders (pro rata, based on the number of their respective shares requested to be included in such offering).

Other Provisions

We have agreed that the doctrine of “corporate opportunity” will not apply against our Principal Stockholders in a manner that would prohibit them from investing in competing businesses or doing business with our clients and customers. See “Risk Factors—We are controlled by two groups of principal stockholders whose interest in our business may be different than yours.”

We have also agreed to deliver to each stockholder who owns 5% or more of our stock in the aggregate certain monthly, quarterly and annual financial statements and to deliver to each eFG Stockholder certain quarterly and annual financial statements, in each case, as soon as practicable after they are available. We have also agreed to deliver to each stockholder who owns 5% or more of our stock in the aggregate copies of all financial statements, reports, notices and proxy statements sent or made generally available by us to our securityholders and all reports, registration statements or prospectuses filed by us with the Commission, all press releases and other written statements made generally available by us to the public, and such additional information about our financial position or business as such 5% stockholder may reasonably request.

Related Party Transactions Policies and Procedures

Upon the consummation of this offering, we will adopt a written Related Person Transaction Policy (the “policy”), which will set forth our policy with respect to the review, approval, ratification and disclosure of all related person transactions by our Audit Committee. In accordance with the policy, our Audit Committee will have overall responsibility for the implementation and compliance with this policy.

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For the purposes of the policy, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we were, are or will be a participant and the amount involved exceeds $             and in which any related person (as defined in the policy) had, has or will have a direct or indirect material interest. A “related person transaction” does not include any employment relationship or transaction involving an executive officer and any related compensation resulting solely from that employment relationship which has been reviewed and approved by our Board of Directors or Compensation Committee.

Our policy will require that notice of a proposed related person transaction be provided to our legal department prior to entering into such transaction. If our legal department determines that such transaction is a related person transaction, the proposed transaction will be submitted to our Audit Committee for consideration at its next meeting. Under the policy, our Audit Committee may only approve those related person transactions that are in, or not inconsistent with, our best interests. In the event we become aware of a related person transaction that has not been previously reviewed, approved or ratified under our policy and that is ongoing or is completed, the transaction will be submitted to the Audit Committee so that it may determine whether to ratify, rescind or terminate the related person transaction.

Our policy will also provide that the Audit Committee review certain previously approved or ratified related person transactions that are ongoing to determine whether the related person transaction remains in our best interests and the best interests of our stockholders. Additionally, we will also make periodic inquiries of directors and executive officers with respect to any potential related person transaction of which they may be a party or of which they may be aware.

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DESCRIPTION OF CAPITAL STOCK

Capital Stock

In connection with this offering, we expect to amend our certificate of incorporation so that our authorized capital stock will consist of              shares of common stock, par value $0.01 per share, and              shares of preferred stock, par value $0.01 per share. Immediately following the Conversion and the Stock Split, we will have              holders of record of our common stock and of the authorized shares of our capital stock              shares of common stock will be issued and outstanding and no shares of preferred stock will be outstanding. After the consummation of this offering, we expect to have              shares of common stock and no shares of preferred stock issued and outstanding.

As of March 15, 2007, there were 54 holders of record of our Series A convertible preferred stock and 9 holders of record of our common stock.

Common Stock

The holders of our common stock are entitled to one vote per share on all matters submitted to a vote of stockholders, including the election of directors. Holders of the common stock do not have any preemptive rights or cumulative voting rights, which means that the holders of a majority of the outstanding common stock voting for the election of directors can elect all directors then being elected. The holders of our common stock are entitled to receive dividends when, as, and if declared by our board out of legally available funds. Upon our liquidation or dissolution, the holders of common stock will be entitled to share ratably in those of our assets that are legally available for distribution to stockholders after payment of liabilities and subject to the prior rights of any holders of preferred stock then outstanding. All of the outstanding shares of common stock are, and the shares of common stock to be sold in this offering when issued and paid for will be, fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to the rights of the holders of shares of any series of preferred stock that may be issued in the future.

Preferred Stock

After the consummation of this offering, we will be authorized to issue up to              shares of preferred stock. Our board of directors will be authorized, subject to limitations prescribed by Delaware law and our certificate of incorporation, to determine the terms and conditions of the preferred stock, including whether the shares of preferred stock will be issued in one or more series, the number of shares to be included in each series and the powers, designations, preferences and rights of the shares. Our board of directors will also be authorized to designate any qualifications, limitations or restrictions on the shares without any further vote or action by the stockholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our company and may adversely affect the voting and other rights of the holders of our common stock, which could have an adverse impact on the market price of our common stock. We have no current plan to issue any shares of preferred stock following the consummation of this offering.

Directors’ Liability; Indemnification of Directors and Officers

Our certificate of incorporation will provide that a director will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except:

• for any breach of the duty of loyalty;

• for acts or omissions not in good faith or which involve intentional misconduct or knowing violations of law;

• for liability under Section 174 of the Delaware General Corporation Law (relating to unlawful dividends, stock repurchases or stock redemptions); or

• for any transaction from which the director derived any improper personal benefit.

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This provision does not limit or eliminate our rights or those of any stockholder to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under federal securities laws. In addition, our certificate of incorporation and by-laws will provide that we indemnify each director and the officers, employees, and agents determined by our board of directors to the fullest extent provided by the laws of the State of Delaware.

Corporate Opportunity

Our certificate of incorporation also provides that the doctrine of “corporate opportunity” will not apply against our Principal Stockholders in a manner that would prohibit them from investing in competing businesses or doing business with our clients or customers. See “Risk Factors—We are controlled by two groups of principal stockholders whose interest in our business may be different than yours.”

Certain Certificate of Incorporation, By-Law and Statutory Provisions

The provisions of our certificate of incorporation and by-laws and of the Delaware General Corporation Law summarized below may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest, including an attempt that might result in your receipt of a premium over the market price for your shares.

Special Meetings of Stockholders

Our certificate of incorporation will provide that special meetings of stockholders may be called only by the chairman or by a majority of the members of our board. Stockholders are not permitted to call a special meeting of stockholders, to require that the chairman call such a special meeting, or to require that our board request the calling of a special meeting of stockholders.

Stockholder Action; Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our certificate of incorporation will provide that stockholders may not take action by written consent, but may only take action at duly called annual or special meetings, unless the action to be effected by written consent and the taking of such action by written consent have expressly been approved in advance by the board. In addition, our by-laws will establish advance notice procedures for:

• stockholders to nominate candidates for election as a director; and

• stockholders to propose topics for consideration at stockholders’ meetings.

Stockholders must notify our corporate secretary in writing prior to the meeting at which the matters are to be acted upon or directors are to be elected. The notice must contain the information specified in our by-laws. To be timely, the notice must be received at our corporate headquarters not less than 90 days nor more than 120 days prior to the first anniversary of the date of the prior year’s annual meeting of stockholders. If the annual meeting is advanced by more than 30 days, or delayed by more than 70 days, from the anniversary of the preceding year’s annual meeting, or if no annual meeting was held in the preceding year or for the first annual meeting following this offering, notice by the stockholder, to be timely, must be received not earlier than the 120^th day prior to the annual meeting and not later than the later of the 90^th day prior to the annual meeting or the 10^th day following the day on which we notify stockholders of the date of the annual meeting, either by mail or other public disclosure. In the case of a special meeting of stockholders called to elect directors, the stockholder notice must be received not earlier than 120 days prior to the special meeting and not later than the later of the 90th day prior to the special meeting or 10^th day following the day on which we notify stockholders of the date of the special meeting, either by mail or other public disclosure. Notwithstanding the above, in the event that the number of directors to be elected to the board at an annual meeting is increased and we do not make any public announcement naming the nominees for the additional directorships at least 100 days before the first anniversary of the preceding year’s annual meeting, a stockholder notice of nomination shall also be considered timely, but only with respect to nominees for the additional directorships, if it is delivered not later than the close of business

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on the 10th day following the day on which such public announcement is first made. These provisions may preclude some stockholders from bringing matters before the stockholders at an annual or special meeting or from nominating candidates for director at an annual or special meeting.

Election and Removal of Directors

In connection with this offering, our board will be divided into three classes. The directors in each class will serve for a three-year term, one class being elected each year by our stockholders. Our stockholders may only remove directors for cause and with the vote of at least 66 ²/3% of the total voting power of our issued and outstanding capital stock entitled to vote in the election of directors. Our board of directors may elect a director to fill a vacancy, including vacancies created by the expansion of the board of directors. This system of electing and removing directors may discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of our directors.

Our certificate of incorporation and by-laws will not provide for cumulative voting in the election of directors.

Amendment of the Certificate of Incorporation and By-Laws

Our certificate of incorporation will provide that the affirmative vote of the holders of at least 66 ²/3% of the voting power of our issued and outstanding capital stock entitled to vote in the election of directors is required to amend the following provisions of our certificate of incorporation:

• the provisions relating to our classified board of directors;

• the provisions relating to the number and election of directors, the appointment of directors upon an increase in the number of directors or vacancy, and the provisions relating to the removal of directors;

• the provisions requiring a 66 ²/3% stockholder vote for the amendment of certain provisions of our certificate of incorporation and for the adoption, amendment or repeal of our by-laws; and

• the provisions relating to the restrictions on stockholder actions by written consent.

In addition, the board of directors will be permitted to alter our by-laws without obtaining stockholder approval.

Anti-Takeover Provisions of Delaware Law

We will be subject to the provisions of Section 203 of the Delaware General Corporation Law. In general, Section 203 prevents an interested stockholder (defined generally as a person owning 15% or more of the corporation’s outstanding voting stock) of a Delaware corporation from engaging in a business combination (as defined) for three years following the date that person became an interested stockholder unless various conditions are satisfied.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock will be Computershare Trust Company, N.A.

New York Stock Exchange Listing

We have applied to list our common stock on the NYSE under the symbol “DHX.”

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SHARES AVAILABLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock. We cannot make any prediction as to the effect, if any, that sales of common stock or the availability of common stock for sale will have on the market price of our common stock. The market price of our common stock could decline because of the sale of a large number of shares of our common stock or the perception that such sales could occur. These factors could also make it more difficult to raise funds through future offerings of common stock. See “Risk Factors—Risks Related to this Offering and Our Common Stock—Substantial future sales of shares of our common stock in the public market could cause our stock price to fall.”

Sale of Restricted Shares

Upon consummation of this offering, we will have                      shares of common stock outstanding, excluding                     shares of common stock underlying outstanding options, assuming the underwriters do not exercise their option to purchase additional shares. Of these shares, the                     shares sold in this offering (or                     shares if the underwriters exercise their option in full) will be freely tradable without restriction or further restriction under the Securities Act, except that any shares purchased by our affiliates, as that term is defined in Rule 144 under the Securities Act, may generally only be sold in compliance with the limitations of Rule 144 described below. As defined in Rule 144, an affiliate of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the issuer. After this offering, approximately                     of our outstanding shares of common stock will be deemed “restricted securities,” as that term is defined under Rule 144. Restricted securities may be sold in the public market only if they qualify for an exemption from registration under Rule 144, 144(k) or 701 under the Securities Act, and which rules are summarized below, or any other applicable exemption under the Securities Act. Immediately following the consummation of this offering, the holders of approximately                     shares of common stock will be entitled to dispose of their shares pursuant to the holding period, volume and other restrictions of Rule 144 under the Securities Act, subject to the 180-day lock-up under our Stockholders Agreement, and the holders of approximately                     shares of common stock, representing approximately        % of our outstanding common stock, will be entitled to dispose of their shares following the expiration of an initial 180-day underwriter “lock-up” period pursuant to the holding period, volume and other restrictions of Rule 144. The underwriters are entitled to waive these lock-up provisions at their discretion prior to the expiration dates of such lock-up agreements.

Rule 144

In general, under Rule 144 under the Securities Act, a person (or persons whose shares are aggregated) who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year, and including the holding period of any prior owner except an affiliate, would be entitled to sell within any three-month period a number of shares that does not exceed the greater of one percent of the then outstanding shares of our common stock or the average weekly trading volume of our common stock reported through the NYSE during the four calendar weeks preceding such sale. Sales under Rule 144 are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about our company.

Rule 144(k)

Under Rule 144(k) under the Securities Act, any person (or persons whose shares are aggregated) who is not deemed to have been our affiliate at any time during the three months preceding a sale, and who has beneficially owned shares for at least two years (including any period of ownership of preceding non-affiliated holders), would be entitled to sell these shares without regard to the volume limitations, manner of sale provisions, public information requirements or notice requirements of Rule 144.

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Rule 701

Securities issued in reliance on Rule 701 under the Securities Act are also restricted and may be sold by stockholders other than affiliates of ours subject only to the manner of sale provisions of Rule 144 and by affiliates under Rule 144 without compliance with its one-year holding period requirement.

Options/Equity Awards

We intend to file a registration statement under the Securities Act to register                      shares of common stock reserved for issuance under our 2005 Stock Plan and our 2007 Equity Plan. After giving effect to the Stock Split, as of                     , 2007, there were                     options outstanding under our equity incentive plans to purchase a total of                      shares of our common stock, of which                     options to purchase                      shares were exercisable immediately. Shares issued upon the exercise of stock options after the effective date of the registration statement will be eligible for resale in the public market without restriction, subject to Rule 144 limitations applicable to affiliates and the lock-up agreements described below.

Lock-up Agreements

Other than in this offering, the General Atlantic Stockholders, the Quadrangle Stockholders, our officers and directors and certain of our other stockholders (including all of the selling stockholders) have agreed that, for a period of 180 days from the date of this prospectus, subject to certain extensions, they will not, without the prior written consent of Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated, dispose of or hedge any shares of our common stock or any securities convertible into or exchangeable for our common stock. However, certain transfers are permitted (1) pursuant to a will, other testamentary document or applicable laws of descent, (2) as a bona fide gift or (3) to a family member or trust, provided that, in each case, the transferee agrees to be bound in writing by the terms of the agreement prior to such transfer and no filing shall be required or shall be voluntarily made in connection with such transfer (other than a filing on Form 5 made when required) and such transfer shall not involve a disposition for value (except in the case of transferees that are charitable organizations or trusts that receive securities from the General Atlantic Stockholders or any of their affiliates (the “General Atlantic entities”) or the Quadrangle Stockholders or any of their affiliates (the “Quadrangle entities”), the lock-up agreements applicable to such entities will permit the General Atlantic entities and the Quadrangle entities each to collectively sell up to an aggregate number of shares through Credit Suisse Securities (USA) LLC and/or Morgan Stanley & Co. Incorporated equal to .08% of the shares outstanding immediately prior to the public offering). In addition, certain of the General Atlantic Stockholders and certain of the Quadrangle Stockholders will be permitted to make filings on Form 4 during the lock-up period in connection with transfers to specified partners, members or related persons, provided that they give written notice to the representatives at least three business days prior to such proposed transfers. Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated, in their sole discretion, may release any of the securities subject to these lock-up agreements at any time without notice.

Immediately following the consummation of this offering, stockholders subject to lock-up agreements will hold                     shares of our common stock, representing approximately             % of our then outstanding shares of common stock, or approximately            % if the underwriters exercise their option to purchase additional shares in full.

We have agreed not to issue, sell or otherwise dispose of any shares of our common stock during the 180-day period following the date of this prospectus (subject to certain extensions). We may, however, grant options to purchase shares of common stock and issue shares of common stock upon the exercise of outstanding options under our existing equity incentive plans and in certain other circumstances.

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Registration Rights

Our Stockholders Agreement grants registration rights to certain of our stockholders. Under certain circumstances these stockholders can require us to file registrations statements that permit them to re-sell their shares. For more information, see “Certain Relationships and Related Transactions—Stockholders Agreement—Registration Rights.”

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CERTAIN U.S. FEDERAL TAX CONSEQUENCES

The following is a general summary of all material anticipated U.S. federal income tax and estate tax consequences to a U.S. Holder and a Non-U.S. Holder, each as defined below, of the acquisition, ownership, and disposition of shares of our common stock purchased pursuant to this offering. This discussion is based on the Code, Treasury regulations promulgated under the Code, administrative pronouncements or practices, and judicial decisions, all as of the date hereof. Future legislative, judicial, or administrative modifications, revocations, or interpretations, which may or may not be retroactive, may result in U.S. federal tax consequences significantly different from those discussed herein. This discussion is not binding on the U.S. Internal Revenue Service (the “IRS”). No ruling has been or will be sought or obtained from the IRS with respect to any of the U.S. federal tax consequences discussed herein. There can be no assurance that the IRS will not challenge any of the conclusions discussed herein or that a U.S. court will not sustain such a challenge.

The following discussion does not purport to be a full description of all U.S. federal income tax considerations that may be relevant to any Holder, as defined below, in light of such Holder’s particular circumstances and only addresses Holders who hold common stock as capital assets within the meaning of Section 1221 of the Code. This discussion does not address any U.S. federal alternative minimum tax; U.S. federal estate, gift, or other non-income tax; or any state, local, or non-U.S. tax consequences of the acquisition, ownership, or disposition of our common stock. In addition, this discussion does not address the U.S. federal income tax consequences to beneficial owners of our common stock subject to special rules, including, among others, beneficial owners that (i) are banks, financial institutions, or insurance companies, (ii) are regulated investment companies or real estate investment trusts, (iii) are brokers, dealers, or traders in securities or currencies, (iv) are tax-exempt organizations, (v) are partnerships (including any entity treated as a partnership for U.S. federal income tax purposes) or other pass-through entities, (vi) are “controlled foreign corporations,” (vii) are “passive foreign investment companies,” (viii) are persons subject to the alternative minimum tax, (ix) are U.S. expatriates, (x) purchase or hold our common stock as part of hedges, straddles, constructive sales, conversion transactions, or other integrated investments, (xi) acquire our common stock as compensation for services or through the exercise or cancellation of employee stock options or warrants, (xii) have a functional currency other than the U.S. dollar, (xiii) already own our common stock, or (xiv) own directly, indirectly, or constructively 10% or more of the voting power in our company.

As used herein, a “Holder” means a beneficial owner of our common stock, unless such beneficial owner is a partnership or other entity taxable as a partnership for U.S. federal income tax purposes (a “Partnership”) or an owner or partner in a Partnership. If a beneficial owner is a Partnership or an owner or partner in a Partnership, the U.S. federal income tax consequences generally will depend on the activities of such Partnership and the status of such owner or partner. A beneficial owner that is a Partnership or an owner or partner in a Partnership should consult its own tax advisor regarding the U.S. federal income tax consequences of the acquisition, ownership, and disposition of our common stock.

A “U.S. Holder” means a Holder that is (i) an individual citizen or resident of the U.S. for U.S. federal income tax purposes, (ii) a corporation or other entity taxable as a corporation for U.S. federal tax purposes organized in the U.S. or any political subdivision thereof, including any State and the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source, or (iv) a trust that (a) is subject to the primary jurisdiction of a court within the U.S. and for which one or more U.S. persons have authority to control all substantial decisions or (b) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. As used herein, a “Non-U.S. Holder” means a Holder that is not a U.S. Holder.

This discussion assumes that our common stock has been a “capital asset,” within the meaning of the Code, in the hands of a Holder at all relevant times.

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THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW IS FOR GENERAL INFORMATION ONLY. A HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE APPLICATION OF U.S. FEDERAL TAX LAWS TO ITS PARTICULAR CIRCUMSTANCES AND ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL, NON-U.S., OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

For U.S. Holders

Distributions on Common Stock

As discussed under “Dividend Policy,” we do not anticipate making a distribution on common stock in the foreseeable future. If we make a distribution on a U.S. Holder’s common stock, however, the U.S. Holder must include as ordinary income the gross amount of such distribution to the extent that such distribution does not exceed our current and accumulated earnings and profits as determined under U.S. federal income tax principles (a “dividend”). The amount of any distribution of property other than U.S. dollars generally will be such property’s fair market value on the date of distribution. A distribution or any portion thereof in excess of our current and accumulated earnings and profits will be treated, first, as a tax-free return of capital, which will reduce the U.S. Holder’s adjusted tax basis in our common stock, thereby increasing the amount of gain or decreasing the amount of loss that such U.S. Holder will recognize on a subsequent taxable disposition of our common stock, and, second, as capital gain, which will be long-term capital gain if such U.S. Holder’s holding period in our common stock on the date of such distribution exceeds one year. Long-term capital gain and, if certain holding period and other requirements are met, dividend income recognized by a non-corporate U.S. Holder before January 1, 2011 generally will be subject to a maximum rate of U.S. federal income tax of 15%. Dividends received by a corporate U.S. Holder will be eligible for the dividends-received deduction.

Sale or Other Taxable Disposition of Common Stock

A U.S. Holder generally will recognize capital gain or loss on the sale, exchange, or other taxable disposition of our common stock in an amount equal to the difference between (a) the amount of U.S. dollars and the fair market value of any other property received and (b) the U.S. Holder’s adjusted tax basis in our common stock. Capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period in our common stock exceeds one year on the date of such sale, exchange, or other taxable disposition. Long-term capital gain recognized by a non-corporate U.S. Holder before January 1, 2011 generally will be subject to a maximum rate of U.S. federal income tax of 15%. The deductibility of capital loss is subject to limitations.

Information Reporting and Backup Withholding

Under some circumstances, a U.S. Holder may be subject to U.S. information reporting and backup withholding tax on distributions paid on, or proceeds from a disposition of, our common stock. Information reporting and backup withholding will not apply, however, to a U.S. Holder that is a corporation or is otherwise exempt from information reporting and backup withholding and, when required, demonstrates this fact. Backup withholding also will not apply to a U.S. Holder that furnishes a correct taxpayer identification number and certifies on a Form W-9 or successor form, under penalty of perjury, that it is not subject to backup withholding, and otherwise complies with applicable requirements of the backup withholding rules. A U.S. Holder that fails to provide the correct taxpayer identification number on Form W-9 or successor form may be subject to penalties imposed by the IRS. Backup withholding, currently at a rate of 28%, is not an additional tax, and any amount withheld under these rules will be allowed as a refund or credit against a U.S. Holder’s U.S. federal income tax liability if the required information is furnished to the IRS.

For Non-U.S. Holders

Distributions on Common Stock

As discussed under “Dividend Policy,” we do not anticipate making a distribution on common stock in the foreseeable future. If we make a distribution on a Non-U.S. Holder’s common stock, however, then to the extent

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that such distribution does not exceed our current and accumulated earnings and profits as determined under U.S. federal income tax principles (a “dividend”), the dividend generally will be subject to withholding of U.S. federal income tax at a rate of 30% of the gross amount, or any lower rate that may be specified by an applicable tax treaty if we have received proper certification of the application of that tax treaty. A Non-U.S. Holder should consult its own tax advisor regarding its entitlement to benefits under an applicable tax treaty and the manner of claiming the benefits of such treaty. A Non-U.S. Holder that is eligible for a reduced rate of U.S. federal withholding tax under a tax treaty may obtain a refund or credit of any excess amounts withheld by filing an appropriate claim for a refund with the IRS.

Dividends that are effectively connected with a Non-U.S. Holder’s conduct of a trade or business in the U.S. (and, if certain tax treaties apply, are attributable to a U.S. permanent establishment maintained by such Non-U.S. Holder) are not subject to U.S. withholding tax, but instead are taxed in the manner applicable to U.S. persons. In that case, we will not withhold U.S. federal withholding tax, provided that the Non-U.S. Holder complies with applicable certification and disclosure requirements. In addition, dividends received by a foreign corporation that are effectively connected with the conduct of a trade or business in the U.S. may be subject to a branch profits tax at a rate of 30%, or any lower rate as may be specified in an applicable tax treaty.

Sale or Other Taxable Disposition of Common Stock

A Non-U.S. Holder generally will not be subject to U.S. federal income tax, including by way of withholding, on gain recognized on a sale, exchange, or other taxable disposition of our common stock unless any one of the following is true:

• the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the U.S. or, if an applicable tax treaty applies, is attributable to a U.S. permanent establishment (or, in the case of an individual, a fixed base) maintained by such Non-U.S. Holder in the U.S., in which case the branch profits tax discussed above may also apply to a corporate Non-U.S. Holder;

• the Non-U.S. Holder is an individual present in the U.S. for 183 or more days in the taxable year of the disposition and certain other requirements are met; or

• the Foreign Investment in Real Property Tax Act, or “FIRPTA,” rules apply because (1) our common stock constitutes a U.S. real property interest by reason of our status as a “United States real property holding corporation” (“USRPHC”) for U.S. federal income tax purposes at any time during the shorter of the period during which the Non-U.S. Holder holds our common stock or the five-year period ending on the date on which the Non-U.S. Holder disposes of our common stock; and (2) assuming that our common stock constitutes a U.S. real property interest and is treated as regularly traded on an established securities market within the meaning of applicable Treasury regulations, the Non-U.S. Holder held, directly or indirectly, at any time within the five-year period preceding the disposition, more than 5% of our common stock.

We believe that we are not and will not become a USRPHC. There can be no assurance regarding our USRPHC status for the current year or future years, however, because USRPHC status is based on the composition of our assets from time to time and on certain rules whose application is uncertain. We may become a USRPHC in the future.

An individual Non-U.S. Holder who is subject to U.S. tax because he or she was present in the U.S. for 183 or more days during the year of disposition will be taxed on his or her gains, including gains from the disposition of our common stock and net of applicable U.S. losses from dispositions of other capital assets incurred during the year, at a flat rate of 30%. Other Non-U.S. Holders that may be subject to U.S. federal income tax on the disposition of our common stock will be taxed on such disposition in the manner applicable to U.S. persons as discussed above.

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U.S. Federal Estate Tax

Shares of common stock owned or treated as owned by an individual who is not a U.S. citizen or resident for U.S. federal estate tax purposes will be included in that Non-U.S. Holder’s estate for U.S. federal estate tax purposes, and may be subject to U.S. federal estate tax unless an applicable tax treaty provides otherwise.

Backup Withholding and Information Reporting

Under U.S. Treasury regulations, we must report annually to the IRS and to each Non-U.S. Holder the amount of dividends paid to it and any tax withheld with respect to those dividends. These information reporting requirements apply even if withholding was not required because the dividends were effectively connected dividends or withholding was reduced or eliminated by an applicable tax treaty. Under an applicable tax treaty, that information may also be made available to the taxing authorities in a country in which the Non-U.S. Holder resides or is established.

Backup withholding (currently at a rate of 28%) will generally not apply to payments of dividends made by us or our paying agents, in their capacities as such, to a Non-U.S. Holder if the Holder has provided the certification described above that it is not a U.S. person (generally satisfied by providing the applicable IRS Form W-8) or has otherwise established an exemption, provided we or the paying agent have no actual knowledge or reason to know that the beneficial owner is a U.S. person.

The payment of the proceeds of a disposition of our common stock by a Non-U.S. Holder to or through the U.S. office of a broker generally will be reported to the IRS and reduced by backup withholding unless the Non-U.S. Holder either certifies its status as a Non-U.S. Holder in accordance with applicable U.S. Treasury regulations or otherwise establishes an exemption and the broker has no actual knowledge, or reason to know, to the contrary. The payment of the proceeds of a disposition of our common stock by a Non-U.S. Holder to or through a non-U.S. office of a broker generally will not be reduced by backup withholding or reported to the IRS. If, however, the broker is a U.S. person or has specified connections with the U.S., unless certain conditions are met, the proceeds from that disposition generally will be reported to the IRS but not reduced by backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be refunded or credited against the Non-U.S. Holder’s U.S. federal income tax liability, if any, provided that certain required information is furnished to the IRS. Non-U.S. Holders should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to them and the availability and procedure for obtaining an exemption from backup withholding under current U.S. Treasury regulations.

Each prospective Holder is urged to consult its tax advisor with respect to the U.S. federal income tax and federal estate tax consequences of the ownership and disposition of our common stock, as well as the application and effect of the laws of any state, local, foreign or other taxing jurisdiction.

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UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement dated                     , 2007, we and the selling stockholders have agreed to sell to the underwriters named below, for whom Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated are acting as joint-book running managers and representatives, and the underwriters have severally agreed to purchase from us and the selling stockholders, the following respective numbers of shares of common stock:

Underwriter	Number of Shares
Credit Suisse Securities (USA) LLC
Morgan Stanley & Co. Incorporated
J.P. Morgan Securities Inc.
Lehman Brothers Inc.
Jefferies & Company, Inc.
Total

The underwriting agreement provides that the underwriters are obligated to purchase all the shares of common stock in the offering if any are purchased, other than those shares covered by the over-allotment option described below. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated.

The selling stockholders have granted to the underwriters a 30-day option to purchase on a pro rata basis up to              additional shares at the initial public offering price less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of common stock.

The underwriters propose to offer the shares of common stock initially at the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession of $             per share. The underwriters and selling group members may allow a discount of $             per share on sales to other broker/dealers. After the initial public offering, the underwriters may change the public offering price and concession and discount to broker/dealers.

The following table summarizes the compensation and estimated expenses we and the selling stockholders will pay:

	Per Share		Total
	Without Over-allotment	With Over-allotment	Without Over-allotment	With Over-allotment
Underwriting Discounts and Commissions paid by us	$	$	$	$
Expenses payable by us	$	$	$	$
Underwriting Discounts and Commissions paid by selling stockholders	$	$	$	$
Expenses payable by the selling stockholders	$	$	$	$

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The representatives have informed us that they do not expect sales to accounts over which the underwriters have discretionary authority to exceed 5% of the shares of common stock being offered.

We have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act of 1933 (the “Securities Act”) relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of each of the representatives for a period of 180 days after the date of this prospectus, except issuances pursuant to the exercise of employee stock options outstanding on the date hereof, issuances of options under outstanding stock incentive plans and other exceptions. However, in the event that either (1) during the last 17 days of the “lock-up” period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the “lock-up” period, we announce that we will release earnings results during the 16-day period beginning on the last day of the “lock-up” period, then in either case the expiration of the “lock-up” will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless each of the representatives waive, in writing, such an extension.

Other than in the offering, our officers and directors and the selling stockholders and certain of our other stockholders have agreed that they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our common stock or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of each of the representatives for a period of 180 days after the date of this prospectus. However, certain transfers are permitted (1) pursuant to a will, other testamentary document or applicable laws of descent, (2) as a bona fide gift or (3) to a family member or trust, provided that, in each case, the transferee agrees to be bound in writing by the terms of the agreement prior to such transfer and no filing shall be required or shall be voluntarily made in connection with such transfer (other than a filing on Form 5 made when required) and such transfer shall not involve a disposition for value (except in the case of transferees that are charitable organizations or trusts that receive securities from the General Atlantic entities or the Quadrangle entities, the lock-up agreements applicable to such entities will permit the General Atlantic entities and the Quadrangle entities each to collectively sell up to an aggregate number of shares through Credit Suisse Securities (USA) LLC and/or Morgan Stanley & Co. Incorporated) equal to .08% of the shares outstanding immediately prior to the public offering. In addition, certain of the General Atlantic Stockholders and certain of the Quadrangle Stockholders will be permitted to make filings on Form 4 during the lock-up period in connection with transfers to specified partners, members or related persons, provided that they give written notice to the representatives at least three business days prior to such proposed transfers. However, in the event that either (1) during the last 17 days of the “lock-up” period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the “lock-up” period, we announce that we will release earnings results during the 16-day period beginning on the last day of the “lock-up” period, then in either case the expiration of the “lock-up” will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless each of the representatives waive, in writing, such an extension.

The underwriters have reserved up to 5% of the shares of common stock offered in this offering for sale at the initial public offering price to certain persons who are our directors, officers and employees, and certain friends and family members of these persons through a directed share program. The number of shares available for sale to the general public in the offering will be reduced by the number of directed shares purchased by participants in the program. Any directed shares not so purchased will be offered by the underwriters to the general public on the same terms as all other shares of common stock offered in this offering.

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We and the selling stockholders have agreed to indemnify the underwriters against liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect.

We have applied to list the shares of common stock on the NYSE under the symbol “DHX.”

In connection with the listing of our common stock on the NYSE, the underwriters will undertake to satisfy the NYSE standards prior to trading.

Prior to the offering, there has been no public market for our shares of common stock. The initial public offering price will be negotiated among us, the selling stockholders and the representatives. Among the factors to be considered in determining the initial public offering price, in addition to prevailing market conditions, will be our historical performance, estimates of our business potential and earnings prospects, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses.

In connection with the offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934 (the “Exchange Act”).

• Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

• Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.

• Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

• Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the NYSE or otherwise and, if commenced, may be discontinued at any time.

A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters, or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representatives may agree to allocate a number of shares to underwriters and selling group members for sale to their brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make Internet distributions on the same basis as other allocations.

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Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various investment banking services for us for which they received or will receive customary fees and expenses.

NOTICE TO CANADIAN RESIDENTS

Resale Restrictions

The distribution of the common stock in Canada is being made only on a private placement basis exempt from the requirement that we and the selling stockholders prepare and file a prospectus with the securities regulatory authorities in each province where trades of common stock are made. Any resale of the common stock in Canada must be made under applicable securities laws which will vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the common stock.

Representations of Purchasers

By purchasing common stock in Canada and accepting a purchase confirmation a purchaser is representing to us, the selling stockholders and the dealer from whom the purchase confirmation is received that:

• the purchaser is entitled under applicable provincial securities laws to purchase the common stock without the benefit of a prospectus qualified under those securities laws,

• where required by law, that the purchaser is purchasing as principal and not as agent,

• the purchaser has reviewed the text above under “Resale Restrictions”, and

• the purchaser acknowledges and consents to the provision of specified information concerning its purchase of the common stock to the regulatory authority that by law is entitled to collect the information.

Further details concerning the legal authority for this information is available on request.

Rights of Action – Ontario Purchasers Only

Under Ontario securities legislation, certain purchasers who purchase a security offered by this prospectus during the period of distribution will have a statutory right of action for damages, or while still the owner of the common stock, for rescission against us and the selling stockholders in the event that this prospectus contains a misrepresentation without regard to whether the purchaser relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for the common stock. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the common stock. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against us or the selling stockholders. In no case will the amount recoverable in any action exceed the price at which the common stock was offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, we and the selling stockholders will have no liability. In the case of an action for damages, we and the selling stockholders will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the common stock as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario purchaser. Ontario purchasers should refer to the complete text of the relevant statutory provisions.

136

Enforcement of Legal Rights

All of our directors and officers as well as the experts named herein and the selling stockholders may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.

Taxation and Eligibility for Investment

Canadian purchasers of common stock should consult their own legal and tax advisors with respect to the tax consequences of an investment in the common stock in their particular circumstances and about the eligibility of the common stock for investment by the purchaser under relevant Canadian legislation.

LEGAL MATTERS

Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, New York, will pass on the validity of the common stock offered by this prospectus for us. Davis Polk & Wardwell will pass upon the validity of the common stock for the underwriters. Paul, Weiss, Rifkind, Wharton & Garrison LLP has represented the General Atlantic Stockholders and their related parties from time to time. Davis Polk & Wardwell has represented the Quadrangle Stockholders and their related parties from time to time.

EXPERTS

The consolidated financial statements of Dice Holdings, Inc. as of December 31, 2006 and 2005 and for the year ended December 31, 2006 and the period from June 28, 2005 (date of inception) through December 31, 2005 included in this prospectus and the related financial statement schedules included elsewhere in the registration statement have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein, and have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of Dice Inc. and subsidiaries as of August 31, 2005 (before the purchase transaction described in notes 1 and 2 in our consolidated financial statements) and December 31, 2004 and for the period from January 1, 2005 through August 31, 2005 (before the purchase transaction described in notes 1 and 2 in our consolidated financial statements) and the year ended December 31, 2004 included in this prospectus and registration statement have been audited by LWBJ, LLP, an independent registered public accounting firm, as stated in their report appearing herein, and have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of eFinancialGroup as of October 31, 2006 and December 31, 2005 and for the ten month period ended October 31, 2006 and for each of the two years in the period ended December 31, 2005 included in this prospectus and registration statement have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent auditors, given on the authority of said firm as experts in accounting and auditing.

137

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Commission a registration statement on Form S-1 with respect to the common stock being sold in this offering. This prospectus constitutes a part of that registration statement. This prospectus does not contain all the information set forth in the registration statement and the exhibits and schedules to the registration statement, because some parts have been omitted in accordance with the rules and regulations of the Commission. You may inspect a copy of the registration statement without charge at the Commission’s principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained after payment of fees prescribed by the Commission from the Commission’s Public Reference Room at the Commission’s principal office, at 100 F Street, N.E., Washington, D.C. 20549.

You may obtain information regarding the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The Commission’s website address is www.sec.gov.

138

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Dice Holdings, Inc.
Report of Independent Registered Public Accounting Firm	F-2
Audited Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2005 and 2006	F-3
Consolidated Statements of Operations for the period from June 28, 2005 (inception) through December 31, 2005 and the year ended December 31, 2006	F-4
Consolidated Statements of Stockholders’ Equity for the period from June 28, 2005 (inception) through December 31, 2005 and the year ended December 31, 2006	F-5
Consolidated Statements of Cash Flows for the period from June 28, 2005 (inception) through December 31, 2005 and the year ended December 31, 2006	F-6
Notes to Consolidated Financial Statements	F-7
Unaudited Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of December 31, 2006 and March 31, 2007	F-29
Condensed Consolidated Statements of Operations for the three month periods ended March 31, 2006 and March 31, 2007	F-30
Condensed Consolidated Statements of Cash Flows for the three month periods ended March 31, 2006 and March 31, 2007	F-31
Notes to Condensed Consolidated Financial Statements	F-32
Dice Inc. (Predecessor Company)
Report of Independent Registered Public Accounting Firm	F-44
Audited Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2004 and August 31, 2005	F-45
Consolidated Statements of Operations for the year ended December 31, 2004 and for the period from January 1, 2005 through August 31, 2005	F-46
Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss) for the year ended December 31, 2004 and for the period from January 1, 2005 through August 31, 2005	F-47
Consolidated Statements of Cash Flows for the year ended December 31, 2004 and for the period from January 1, 2005 through August 31, 2005	F-48
Notes to Consolidated Financial Statements	F-49
eFinancialGroup Limited
Report of Independent Registered Public Accounting Firm	F-64
Audited Consolidated Financial Statements
Consolidated Profit and Loss Account for the years ended December 31, 2004 and 2005 and the period from January 1, 2006 through October 31, 2006	F-65
Consolidated Balance Sheets as of December 31, 2005 and October 31, 2006	F-66
Consolidated Statements of Cash Flows for the years ended December 31, 2004 and 2005 and the period from January 1, 2006 through October 31, 2006	F-67
Notes to Consolidated Financial Statements	F-68

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Dice Holdings, Inc.

We have audited the accompanying consolidated balance sheets of Dice Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2006 and 2005, and the related consolidated statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2006 and the period from June 28, 2005 (inception) through December 31, 2005. Our audits also included the financial statement schedules listed in the Index at Item 16(b). These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Dice Holdings, Inc. and subsidiaries as of December 31, 2005 and 2006, and the results of their operations and their cash flows for the year ended December 31, 2006 and for the period from June 28, 2005 (inception) through December 31, 2005, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.

/s/    Deloitte & Touche LLP

Des Moines, Iowa

April 4, 2007 (May 17, 2007

as to the effects of the discontinued

operations as discussed in Note 15)

F-2

DICE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

As of December 31, 2005 and 2006

(in thousands except share and per share amounts)

	2005			2006
ASSETS
Current assets
Cash and cash equivalents	$	3,363		$	5,795
Marketable securities		1,337			944
Accounts receivable, net of allowance for doubtful accounts of $451 and $795		5,407			15,014
Deferred income taxes—current		2,500			14,000
Prepaid and other current assets		845			1,290
Current assets of discontinued operations		521			808
Total current assets		13,973			37,851
Fixed assets, net		3,805			5,356
Acquired intangible assets, net		85,458			100,186
Goodwill		100,888			156,440
Deferred financing costs, net of accumulated amortization of $105 and $457		1,468			1,972
Other assets		427			251
Non-current assets of discontinued operations		1,799			271
Total assets	$	207,818		$	302,327
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	5,946		$	12,113
Deferred revenue		16,983			34,520
Other current liabilities		1,191			492
Current liabilities of discontinued operations		597			990
Total current liabilities		24,717			48,115
Long-term debt		49,000			89,000
Deferred income taxes—non-current		22,471			29,582
Other long-term liabilities		1,369			1,295
Total liabilities		97,557			167,992
Commitments and contingencies (Notes 8 and 9)
Stockholders’ equity:
Convertible preferred stock, $.01 par value, authorized 125,000 shares; issued and outstanding: 111,800 and 119,672 shares at December 31, 2005 and 2006, respectively (liquidation value $1,000)		1			1
Common stock, $.01 par value, authorized 150,000 shares; issued and outstanding: 200 shares		—			—
Additional paid-in capital		111,988			138,629
Accumulated other comprehensive income (loss)		(6	)		1,829
Accumulated deficit		(1,722	)		(6,124	)
Total stockholders’ equity		110,261			134,335
Total liabilities and stockholders’ equity	$	207,818		$	302,327

See accompanying notes to the consolidated financial statements.

F-3

DICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the period from June 28, 2005 (inception) through December 31, 2005

and for the year ended December 31, 2006

(in thousands except per share amounts)

	2005			2006
Revenues	$	17,002		$	83,658
Operating expenses:
Cost of revenues		1,181			4,824
Product development		597			2,358
Sales and marketing		8,105			34,488
General and administrative		3,152			10,467
Depreciation		380			1,830
Amortization		4,168			13,092
Total operating expenses		17,583			67,059
Operating income (loss)		(581	)		16,599
Interest expense		(2,019	)		(4,745	)
Interest income		44			191
Income (loss) from continuing operations before income taxes and minority interest		(2,556	)		12,045
Income tax expense (benefit)		(939	)		4,642
Minority interest in net loss of subsidiary		88			296
Income (loss) from continuing operations		(1,529	)		7,699
Discontinued operations:
Loss from discontinued operations		(304	)		(1,462	)
Income tax benefit of discontinued operations		111			541
Loss from discontinued operations, net of tax		(193	)		(921	)
Net income (loss)		(1,722	)		6,778
Convertible preferred stock dividends		—			(11,180	)
Loss attributable to common stockholders	$	(1,722	)	$	(4,402	)
Basic and diluted loss per share information:
From continuing operations	$	(7,645	)	$	(17,405	)
From discontinued operations		(965	)		(4,605	)
	$	(8,610	)	$	(22,010	)

See accompanying notes to the consolidated financial statements.

F-4

DICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the period from June 28, 2005 (inception) through December 31, 2005

and for the year ended December 31, 2006

(in thousands except share and per share amounts)

	Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total
	Shares	Amount		Shares	Amount
Initial equity contribution	111,800	$	1	200	$	—	$	111,799	$	—		$	—		$	111,800
Net loss										(1,722	)					(1,722	)
Other comprehensive loss:
Net unrealized loss on available-for-sale securities, net of tax of $0													(6	)		(6	)
Total comprehensive loss																(1,728	)
Stock based compensation								189								189
Balance at December 31, 2005	111,800		1	200		—		111,988		(1,722	)		(6	)		110,261
Net income										6,778						6,778
Other comprehensive income:
Foreign currency translation adjustment, net of tax of $786													1,833			1,833
Net unrealized gain on available-for-sale securities, net of tax of $1													2			2
Total comprehensive income																8,613
Stock based compensation								1,467								1,467
Issuance of preferred stock to acquire eFinancialGroup Limited	7,872							25,174								25,174
Convertible preferred stock dividends declared ($100 per share)										(11,180	)					(11,180	)
Balance at December 31, 2006	119,672	$	1	200	$	—	$	138,629	$	(6,124	)	$	1,829		$	134,335

See accompanying notes to the consolidated financial statements.

F-5

DICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the period from June 28, 2005 (inception) through December 31, 2005

and for the year ended December 31, 2006

(in thousands)

	2005			2006
Cash flows provided by operating activities:
Net income (loss)	$	(1,722	)	$	6,778
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation		380			1,830
Amortization		4,168			13,092
Deferred income taxes		(939	)		3,127
Amortization of deferred financing costs		105			352
Share based compensation		189			1,467
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable		(1,374	)		(4,748	)
Prepaid expenses and other assets		(19	)		(221	)
Accounts payable and accrued expenses		(87	)		517
Deferred revenue		6,884			16,269
Change in restricted cash		219			191
Other, net		(316	)		530
Net cash provided by operating activities of continuing operations		7,488			39,184
Cash flows used for investing activities:
Purchases of fixed assets		(582	)		(2,694	)
Acquisition of eFinancialGroup Limited, net of cash acquired of $3,857		—			(104,738	)
Proceeds from the sale of eFinancialNews Limited		—			41,560
Acquisition of Dice Inc., net of cash acquired of $7,828		(164,184	)		—
Amounts paid under Targeted Job Fairs acquisition agreement		(251	)		(965	)
Purchases of marketable securities		(648	)		(200	)
Maturities and sales of marketable securities		901			596
Net cash used for investing activities of continuing operations		(164,764	)		(66,441	)
Cash flows provided by financing activities:
Proceeds from long-term debt		60,000			77,000
Payments on long-term debt		(11,000	)		(37,000	)
Dividends paid on convertible preferred stock		—			(11,180	)
Issuance of convertible preferred stock		111,800			—
Cash received from transfer agent on behalf of former shareholders of Dice Inc.		1,154			—
Financing costs paid		(1,573	)		(856	)
Net cash provided by financing activities of continuing operations		160,381			27,964
Net cash provided by operating activities of discontinued operations		288			1,785
Net cash used in investing activities of discontinued operations		(30	)		(151	)
Net cash provided by discontinued operations		258			1,634
Effect of exchange rate changes		—			91
Net change in cash and cash equivalents for the period		3,363			2,432
Cash and cash equivalents, beginning of period		—			3,363
Cash and cash equivalents, end of period	$	3,363		$	5,795

See accompanying notes to the consolidated financial statements.

F-6

DICE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM JUNE 28, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005

AND FOR THE YEAR ENDED DECEMBER 31, 2006

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

Dice Holdings, Inc. (“DHI” or the “Company”), a Delaware corporation, was incorporated on June 28, 2005 to acquire the stock of Dice Inc. (“Dice”) and its subsidiaries, Dice Career Solutions, Inc. (“DCSI”), MeasureUp, Inc. (“MeasureUp”), EW Knowledge Products, Inc. (“EWKP”) and Dice India Holdings, Inc. (“Dice India”). On October 31, 2006, the Company acquired eFinancialGroup Limited (“eFG”) including its two subsidiaries, eFinancialCareers Limited (“eFC”) and JobsintheMoney.com, Inc (“JitM”). See Note 4.

The Company provides online recruiting and career development services. DHI provides services to hire, train and retain technology, engineering, finance, accounting, capital markets, financial services and security-cleared professionals through its principal operating subsidiaries. DCSI operates career management services businesses for technology, engineering and security-cleared professionals. MeasureUp provides certification test preparation and assessment products for technology professionals. DHI, through its subsidiaries eFC and JitM, operates career management services for finance, accounting and capital markets and financial services professionals. See Note 4.

2. SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation—The consolidated financial statements include the accounts of DHI and its majority owned subsidiaries, Dice, DCSI, MeasureUp, EWKP, and its variable interest entity, Dice India, and, for the period subsequent to October 31, 2006, eFG, eFC, and JitM. All intercompany balances and transactions have been eliminated in consolidation.

Revenue Recognition—The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectibility is reasonably assured. Revenue is recognized net of customer discounts ratably over the service period. Payments received in advance of services being rendered are recorded as deferred revenue and recognized on a straight-line basis over the service period. The Company generates revenue from the following sources:

Recruitment packages. Recruitment package revenues are derived from the sale to recruiters and employers a combination of job listings and access to a searchable database of candidates on the dice.com, clearancejobs.com, efinancialcareers.com, jobsinthemoney.com and cybermediadice.com websites. Certain of the Company’s arrangements include multiple deliverables, which consist of access to job listings and access to a searchable database of candidates. In the absence of higher-level specific authoritative guidance, the Company determines the units of accounting for multiple element arrangements in accordance with Emerging Issues Task Force (“EITF”) Issue No. 00-21, Revenue Arrangements with Multiple Deliverables. Specifically, the Company will consider a delivered item as a separate unit of accounting if it has value to the customer on a standalone basis, if there is objective and reliable evidence of the fair value of the undelivered elements, and, if the arrangement includes a general right of return relative to the delivered element, delivery or performance of the undelivered element is considered probable and is substantially within the Company’s control. Services to customers buying a package of available job listings and access to the database are delivered over the same period and revenue is recognized ratably over the length of the underlying contract, typically from one to twelve months. Revenue from the sale of classified job listings is recognized ratably over the length of the contract or the period of actual usage, if shorter.

Job fair booth rentals. Job fair revenues are derived from renting booth space to recruiters and employers. Revenue from these sales is recognized when the job fair is held. Certain customers purchase access to resumes obtained at these job fairs, which revenue is recognized on a per event basis over the period of the contract.

F-7

DICE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

FOR THE PERIOD FROM JUNE 28, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005

AND FOR THE YEAR ENDED DECEMBER 31, 2006

Advertising revenue. Advertising revenue is recognized over the period in which the advertisements are displayed on the websites or at the time an e-mail is sent to registered members.

Concentration of Credit Risk—Substantially all of the Company’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. At December 31, 2005 and 2006, the Company maintained balances in various banks in excess of the $100,000 balance insured by the Federal Deposit Insurance Corporation. The Company believes it is not exposed to any significant credit risk.

The Company performs ongoing credit evaluations of its customers’ financial condition and generally does not require collateral on accounts receivable. No single customer represents 10% or more of revenues for the periods ended December 31, 2005 and 2006.

Allowance for Doubtful Accounts—The Company 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.

Statements of Cash Flows—All highly liquid investments with original maturities of three months or less are considered cash equivalents. Restricted cash is required for borrowing arrangements and security on leased property. Restricted cash totaled $378,000 and $187,000 as of December 31, 2005 and 2006, respectively, and is reported as a component of other assets on the balance sheet.

The supplemental disclosures to the accompanying consolidated statements of cash flows are as follows (in thousands):

	2005		2006
Supplemental cash flow information:
Interest paid	$	1,409	$	3,809
Taxes paid		—		816
Non-cash investing and financing activities:
Issuance of preferred stock to acquire eFinancialGroup Limited	$	—	$	25,174
Non-cash capital expenditures on fixed assets		177		323

Marketable Securities—The Company’s marketable securities are comprised of U.S. government and agency securities and corporate debt securities with readily determinable quoted 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’ equity. If management determines that an unrealized loss is other-than-temporary, such loss will be charged to the statement of operations. There were no other-than-temporary charges during 2005 or 2006.

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 shorter 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.

F-8

DICE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

FOR THE PERIOD FROM JUNE 28, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005

AND FOR THE YEAR ENDED DECEMBER 31, 2006

Capitalized Software Costs—Capitalized software costs consist of costs to purchase and develop software for internal use. The Company capitalizes certain incurred software development costs in accordance with the AICPA issued Statement of Position No. 98-1, Accounting for the Cost of Computer Software Developed or Obtained for Internal Use (“SOP 98-1”). Costs incurred during the application-development stage for software bought and further customized by outside vendors for the Company’s use and software developed by a vendor for the Company’s proprietary use have been capitalized.

Website Development Costs—The Company capitalizes costs incurred in designing, developing, testing and implementing enhancements to its websites. These costs are amortized over the enhancement’s estimated useful life, which approximates two years. Costs related to the planning and post implementation phases of website development efforts are expensed as incurred.

Goodwill—Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. The Company performs an annual test in the third quarter of each year, or more frequently if indicators of potential impairment exist, to determine if the carrying value of the recorded goodwill is impaired. The impairment review process compares the fair value of the reporting unit in which goodwill resides to its carrying value. Fair value is determined using a discounted cash flow methodology. The determination of whether or not goodwill has become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of the Company’s reporting units. Changes in the Company’s strategy and/or market conditions could significantly impact these judgments and require adjustments to recorded amounts of goodwill.

Indefinite-Lived Acquired Intangible Assets—The indefinite-lived acquired intangible assets include the Dice trademarks and brand name. The Company performs an annual test in the third quarter of each year, or more frequently if indicators of potential impairment exist, to determine if the carrying value of the recorded indefinite-lived acquired intangible assets are impaired. The impairment review process compares the fair value of the indefinite-lived acquired intangible assets to their carrying value. Fair value is determined using a relief from royalty methodology and a discounted cash flow methodology. The determination of whether or not indefinite-lived acquired intangible assets have become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of the indefinite-lived acquired intangible assets. Changes in the Company’s strategy and/or market conditions could significantly impact these judgments and require adjustments to recorded amounts of indefinite-lived intangible assets.

Foreign Currency Translation—For the Company’s foreign operations whose functional currency is not the U.S. dollar, the assets and liabilities are translated into U.S. dollars at current exchange rates. Resulting translation adjustments are reflected as other comprehensive income (loss) in stockholders’ equity. Revenue and expenses are translated at average exchange rates for the period. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

Advertising Costs—The Company expenses advertising costs as they are incurred. Advertising expense for the periods ended December 31, 2005 and 2006 was $3.4 million and $19.8 million, respectively.

Income Taxes—The Company 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

F-9

DICE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

FOR THE PERIOD FROM JUNE 28, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005

AND FOR THE YEAR ENDED DECEMBER 31, 2006

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, net operating loss carryforwards and deferred revenue.

Stock-Based Compensation—The Company has a plan to grant stock options to certain employees and directors of the Company and its subsidiaries. The Company adopted SFAS 123 (Revised 2004), Share-Based Payment (“SFAS 123(R)”) at its inception. Compensation expense is recorded for stock options awarded to employees in return for employee service. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the employee service period, which is the vesting period. The Company does not expect forfeitures to occur and records expense based upon the number of awards expected to vest.

The fair value of options granted during the periods ended December 31, 2005 and 2006 was estimated on the grant date using Black-Scholes option-pricing model using the weighted average assumptions in the table below. Because the Company’s stock is not publicly traded, the average historical volatility rate for a similar entity was used. The expected life of options granted is derived from historical exercise behavior. The risk—free rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

	2005			2006
The weighted average fair value of options granted	$	277		$	701
Dividend yield		0.00	%		0.00	%
Weighted average risk-free interest rate		4.52	%		4.64	%
Weighted average expected volatility		38.80	%		36.84	%
Expected life (in years)		4			4

Information related to the outstanding stock options are disclosed in Note 11.

The net income effect of stock based compensation expense for the periods ended December 31, 2005 and 2006 was $.2 million and $1.5 million, respectively. The amount to be charged to expense over the remaining service periods of $5.1 million at December 31, 2006 is expected to be recognized over 4 years.

Fair Value of Financial Instruments—The carrying amounts reported in the consolidated balance sheet for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, and long-term debt (based on comparable terms and rates) approximate their fair values.

Risks and Uncertainties—DHI 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 the Company’s online service brands, the rejection of the Company’s services by consumers, vendors and/or advertisers, the inability of the Company to maintain and increase the levels of traffic on its online services, as well as other risks and uncertainties. In the event that the Company 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 amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of

F-10

DICE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

FOR THE PERIOD FROM JUNE 28, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005

AND FOR THE YEAR ENDED DECEMBER 31, 2006

the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. DHI’s significant estimates include the useful lives and valuation of fixed assets and intangible assets; the income tax valuation allowance; fair value of the common and preferred stock of the Company; the assumptions used to value the stock options of the Company; and the valuation of assets acquired and liabilities assumed from acquisitions.

Other Comprehensive Income (Loss)—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 unrealized gain (loss) on marketable securities available-for-sale and foreign currency translation impact comprehensive income (loss). The following table summarizes the components of other comprehensive income (loss) as of December 31, 2005 and 2006 (in thousands):

	December 31, 2005								December 31, 2006
	Before tax			Tax effect		Net of Tax			Before tax			Tax effect			Net of Tax
Translation adjustments	$	—		$	—	$	—		$	2,619		$	786		$	1,833
Securities available for sale:
Net unrealized gains (losses) arising during the year		(6	)		—		(6	)		5			2			3
Reclassification of gains included in net income		—			—		—			(2	)		(1	)		(1	)
Net unrealized gains (losses) arising during the year		(6	)		—		(6	)		3			1			2
Other comprehensive income (loss)	$	(6	)	$	—	$	(6	)	$	2,622		$	787		$	1,835

Net Income (Loss) per Common and Common Equivalent Share—The Company follows FASB Statement No. 128, Earnings Per Share, and EITF Issue No. 03-6, Participating Securities and the Two-Class Method under FASB Statement 128, (“EITF 03-6”). EITF 03-6 established standards regarding the computation of earnings per share (“EPS”) by companies that have issued securities other than common stock that contractually entitle the holder to participate in dividends and earnings of the company. EITF 03-6 requires earnings available to common shareholders for the period, after deduction of convertible preferred stock dividends, to be allocated between the common and convertible preferred shareholders based on their respective rights to receive dividends. Basic EPS is then calculated by dividing income allocable to common shareholders (including the reduction for any undeclared, preferred stock dividends assuming current income for the period had been distributed) by the weighted average number of shares outstanding. EITF 03-6 does not require the presentation of basic and diluted EPS for securities other than common stock; therefore, the EPS amounts only pertain to the Company’s common stock.

The Company calculates diluted EPS under the if-converted method unless the conversion of the convertible preferred stock is anti-dilutive to basic EPS. To the extent convertible preferred stock is anti-dilutive, the Company calculates diluted EPS under the two class method to include the effect of potential common shares. The impact of the preferred shares and the common stock options were anti-dilutive and therefore were excluded from the calculation of diluted EPS.

F-11

DICE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

FOR THE PERIOD FROM JUNE 28, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005

AND FOR THE YEAR ENDED DECEMBER 31, 2006

Investment in Variable Interest Entity—In September 2004, Dice India entered into a joint venture agreement with CyberMedia (India) Limited (“CyberMedia”), a leading publisher of content for technology professionals in India, to form CyberMedia Dice. CyberMedia Dice was formed to launch an online technology-focused career website for the posting of technology-related jobs based in India.

Under the terms of the agreement, the Company initially invested $500,000 in cash and made certain technology available to the joint venture in consideration for which Dice India has a 51% equity ownership of the joint venture. CyberMedia contributed certain assets of its existing job board and access to its media properties for promotional purposes in exchange for 49% of the equity in the joint venture. The board of directors is comprised of two members from each partner. Certain actions of the board of directors require unanimous consent of all the directors.

During the year ended December 31, 2006, the Company invested an additional $510,000 in cash. CyberMedia invested cash in an amount such that the equity ownership of CyberMedia Dice was not changed.

The Company determined CyberMedia Dice to be a variable interest entity as it did not have sufficient equity at risk to finance their operations. CyberMedia Dice funded its operations through the cash contributions received from CyberMedia and the Company. The Company was determined to be the primary beneficiary as it is expected to absorb the majority of the expected losses as well as receive a majority of the expected residual returns. Accordingly, the Company has consolidated CyberMedia Dice with CyberMedia’s 49% interest reflected as minority interest.

New Accounting Pronouncements—In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 does not impose fair value measurements on items not already accounted for at fair value; rather it applies, with certain exceptions, to other accounting pronouncements that either require or permit fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting SFAS 157 on its consolidated financial statements.

In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (“SFAS 109”), and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a return. Guidance is also provided on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently evaluating the impact of adopting FIN 48 on its consolidated financial statements.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings at each subsequent reporting date. SFAS 159 is effective for fiscal years beginning after December 15, 2007. The Company is currently evaluating the impact of adopting SFAS 159 on its consolidated financial statements.

F-12

DICE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

FOR THE PERIOD FROM JUNE 28, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005

AND FOR THE YEAR ENDED DECEMBER 31, 2006

3. ACQUISITION OF DICE INC.

On July 9, 2005, DHI, a company formed by Quadrangle Group LLC, and its affiliates (collectively, “Quadrangle”), and General Atlantic Partners LLC, and its affiliates (collectively, “General Atlantic”) entered into an Agreement and Plan of Merger (the “Agreement”) with Dice. Under the terms of the Agreement, DHI acquired all of the outstanding stock, warrants and stock options of Dice in exchange for a total of $197.0 million in cash, less certain transaction related costs, resulting in net proceeds to the equity holders of Dice of approximately $196.8 million. The acquisition was financed by the sale of convertible preferred stock of DHI to Quadrangle, General Atlantic and members of management of $111.8 million, the use of cash held by Dice totaling approximately $25.0 million, and borrowings of $60.0 million.

The Company incurred a total of $3.5 million of direct costs associated with the transaction. Of that amount, $1.6 million was capitalized as debt issuance costs. The remaining $1.9 million was included as consideration paid in the allocation of the purchase price.

During the period ended December 31, 2005, the Company received from the transfer agent $1.2 million, representing proceeds of the above transaction for which the former equity holders of Dice have not yet tendered their old Dice shares. The Company has accounted for the proceeds as a long-term liability, as it is not known when or if those shares will eventually be tendered and payment made. At December 31, 2006, $1.2 million remains as a long-term liability.

The transaction closed on August 31, 2005 (“date of acquisition”), at which time DHI acquired all assets and assumed all liabilities of Dice, and Dice became a wholly-owned subsidiary of DHI. The acquisition was recorded using the purchase method of accounting and accordingly, the acquired assets and assumed liabilities were recorded at their estimated fair market value at the date of acquisition and the results of operations have been included in the Company’s consolidated financial statements since the date of acquisition.

Estimated fair values were determined using a royalty savings method for Dice’s existing technology and trade names, a discounted cash flow approach based on the length and expected cash flows from the relationships for customer relationships, replacement price for fixed assets, and replacement cost as an indicator of fair value for seeker relationships.

Factors that contributed to a purchase price resulting in goodwill for the purchase of Dice’s assets included relationships with job seekers and customers, historical cash flow, executive experience (not tied to non-competition agreements) and the value of the workforce in place. The amortization of goodwill is not deductible for tax purposes.

Section 382 of the Internal Revenue Code (“Section 382”) establishes a limit on the amount of net operating losses of Dice that may be used to offset income after the ownership changes. The Company determined the Section 382 limitation created by various ownership changes limits the net operating losses that are available to be used on a prospective basis by $20.6 million per year. The net operating losses were $56.3 million as of August 31, 2005.

F-13

DICE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

FOR THE PERIOD FROM JUNE 28, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005

AND FOR THE YEAR ENDED DECEMBER 31, 2006

The following summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition, in millions of dollars:

Assets:
Cash and cash equivalents	$	7.8
Marketable securities		1.6
Accounts receivable		3.9
Prepaid and other current assets		0.8
Fixed assets		3.6
Acquired intangible assets		91.4
Goodwill		82.6
Deferred financing costs		1.6
Other assets		0.5
Assets acquired	$	193.8
Liabilities:
Accounts payable and accrued expenses	$	7.5
Deferred revenue		10.1
Deferred income taxes—current		1.9
Other current liabilities		1.0
Deferred income taxes—non-current		1.5
Liabilities assumed	$	22.0

The acquired intangible assets consist of the following, in millions of dollars:

Technology	$	10.2
Trademarks and brand names—Dice		39.0
Trademarks and brand names—Other		0.5
Customer lists		26.1
Order backlog		0.6
Candidate database		15.0
Acquired intangible assets	$	91.4

The $10.1 million allocation to deferred revenue resulted in a reduction from the historical carrying amount by $6.0 million to reflect the fair value of the liability assumed. During the period ended December 31, 2005 and 2006, the amortization of this reduction in deferred revenue resulted in a $3.6 million and $2.1 million reduction in revenue, respectively.

The final purchase price allocation was completed during the third quarter of 2006. Changes from the initial purchase price allocation resulted in adjustments to goodwill and deferred taxes of $17.9 million. See further discussion of the deferred tax adjustments in Note 12.

F-14

DICE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

FOR THE PERIOD FROM JUNE 28, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005

AND FOR THE YEAR ENDED DECEMBER 31, 2006

4. ACQUISITION OF eFINANCIALGROUP LIMITED

On October 31, 2006, DHI acquired all of the outstanding shares of eFinancialGroup Limited (“eFG”) which operates career management services for finance, accounting and capital markets and financial services professionals. At the time of the acquisition, eFG was the parent of (1) eFinancialCareers Limited, a global financial markets career website for capital markets and financial services professionals, (2) JobsintheMoney.com, Inc., a career website for accounting and finance professionals in the United States, and (3) eFinancialNews Limited (“eFN”), which publishes financial news periodicals.

DHI acquired all of the outstanding stock of eFG in exchange for a total of $106.3 million in cash and 7,872 shares of convertible preferred stock of DHI valued at $25.2 million, net of cash acquired of $3.9 million. Each shareholder of eFG was given the option to receive cash, convertible preferred stock of DHI or a combination of both. The value of the preferred stock was based on the amount of cash that each eFG shareholder was entitled to receive in lieu of convertible preferred stock of DHI. Immediately after the acquisition of eFG, eFN was sold to a company controlled by a group of former eFG shareholders for total consideration of $41.6 million, resulting in a net purchase price for the remaining eFG business, which was comprised of eFC and JitM, of $89.9 million in cash and convertible preferred stock. The cash portion of the acquisition, including transaction costs, was financed by borrowings of $67.0 million, plus cash on hand. The acquisition was recorded using the purchase method of accounting and accordingly, the acquired assets and assumed liabilities were recorded at their estimated fair market value at the date of acquisition and the results of operations of eFC and JitM have been included in the Company’s consolidated financial statements since the date of acquisition.

The Company incurred a total of $3.2 million of direct costs associated with the transaction. Of that amount, $.9 million was capitalized as debt issuance costs. The remaining $2.3 million was included as consideration paid in the allocation of the purchase price.

Estimated fair values were determined using a royalty savings method for eFG’s existing technology and trade names, a discounted cash flow approach based on the length and expected cash flows from the relationships for customer relationships, replacement price for fixed assets, market rental rates for leased property, and replacement cost as an indicator of fair value for seeker relationships.

Factors that contributed to a purchase price resulting in goodwill for the purchase of eFG included relationships with job seekers and customers, historical cash flow, executive experience (not tied to non-competition agreements) and the value of the workforce in place. The amortization of goodwill is not deductible for tax purposes.

F-15

DICE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

FOR THE PERIOD FROM JUNE 28, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005

AND FOR THE YEAR ENDED DECEMBER 31, 2006

The purchase price allocation is substantially complete. An adjustment to goodwill related to deferred income taxes may result from the Company’s finalization of a review of the tax positions of eFG. It is expected that the purchase price allocation will be finalized by June 30, 2007. The initial purchase price allocation of eFG based upon management’s estimates at the date of acquisition, in millions of dollars, is as follows:

Assets:
Cash and cash equivalents	$	3.9
Accounts receivable		4.7
Prepaid and other current assets		0.2
Fixed assets		0.3
Acquired intangible assets		27.1
Goodwill		71.4
Other assets		41.6
Assets acquired	$	149.2
Liabilities:
Accounts payable and accrued expenses	$	5.0
Deferred income taxes		9.2
Deferred revenue		1.2
Liabilities assumed	$	15.4

The acquired intangible assets consist of the following, in millions of dollars:

Technology	$	2.7
Trademarks and brand names		7.2
Customer lists		12.1
Order backlog		1.4
Candidate database		3.5
Leasehold interests		0.2
Acquired intangible assets	$	27.1

The portion of the purchase price allocated to eFN is included above in Other assets. The $41.6 million was received by DHI immediately subsequent to the closing of the sale of eFN on October 31, 2006.

The following pro forma condensed consolidated results of operations assume that the acquisition of eFG was completed as of June 28, 2005 (inception) and January 1, 2006 (in millions except per share amounts):

	2005			2006
Revenues	$	37.9		$	101.7
Net loss		(9.8	)		(0.2	)
Loss per share	$	(48,891	)	$	(56,900	)

The pro forma financial information represents the historical operating results of the combined company with adjustments for purchase accounting and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the period presented. The pro forma adjustments included adjustments for interest on borrowings and amortization of acquired intangible assets and deferred financing costs as well as the related income tax impacts of such adjustments. The pro forma

F-16

DICE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

FOR THE PERIOD FROM JUNE 28, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005

AND FOR THE YEAR ENDED DECEMBER 31, 2006

information for 2005 assumes the acquisition of eFG, excluding eFN, was completed on June 28, 2005, the date of incorporation of DHI. Actual results for 2005 include the results of Dice’s operations subsequent to August 31, 2005, the date DHI acquired Dice. The pro forma information for 2005 assumes the acquisition of Dice Inc. was completed on June 28, 2005.

5. MARKETABLE SECURITIES

DHI’s marketable securities are stated at fair value. The following tables summarize the Company’s marketable securities as of December 31, 2005 and 2006 (in thousands):

	December 31, 2005
	Maturity	Gross Amortized Cost		Gross Unrealized Losses			Estimated Fair Value
Corporate debt securities	Over one year	$	48	$	—		$	48
U.S. Government and agencies	Within one year		498		(2	)		496
U.S. Government and agencies	Over one year		797		(4	)		793
Total		$	1,343	$	(6	)	$	1,337
	December 31, 2006
	Maturity	Gross Amortized Cost		Gross Unrealized Losses			Estimated Fair Value
Corporate debt securities	Over one year	$	49	$	—		$	49
U.S. Government and agencies	Within one year		699		(3	)		696
U.S. Government and agencies	Over one year		199		—			199
Total		$	947	$	(3	)	$	944

6. FIXED ASSETS, NET

Fixed assets, net consist of the following as of December 31, 2005 and 2006 (in thousands):

	2005			2006
Computer equipment and software	$	2,950		$	5,429
Furniture and fixtures		210			386
Leasehold improvements		816			1,138
Capitalized website development costs		209			626
		4,185			7,579
Less: Accumulated depreciation and amortization		(380	)		(2,223	)
Fixed assets, net	$	3,805		$	5,356

F-17

DICE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

FOR THE PERIOD FROM JUNE 28, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005

AND FOR THE YEAR ENDED DECEMBER 31, 2006

7. ACQUIRED INTANGIBLE ASSETS, NET

Below is a summary of the major acquired intangible assets and weighted average amortization periods for the acquired identifiable intangible assets (in thousands):

	As of December 31, 2005
	Acquired Cost		Accumulated Amortization			Acquired Intangible Assets, Net		Weighted Average Amortization Period
Technology	$	10,000	$	(834	)	$	9,166	4 years
Trademarks and brand names—Dice		39,000		—			39,000	Indefinite
Trademarks and brand names—Other		400		(26	)		374	5 years
Customer lists		24,600		(1,650	)		22,950	4.75 years
Order backlog		600		(400	)		200	.5 years
Candidate database		15,000		(1,250	)		13,750	4 years
Non-compete		26		(8	)		18	1 year
Acquired intangible assets, net	$	89,626	$	(4,168	)	$	85,458

	As of December 31, 2006
	Acquired Cost		Accumulated Amortization			Foreign Currency Translation Adjustment		Acquired Intangible Assets, Net		Weighted Average Amortization Period
Technology	$	12,700	$	(3,487	)	$	98	$	9,311	3.75 years
Trademarks and brand names—Dice		39,000		—			—		39,000	Indefinite
Trademarks and brand names—Other		7,600		(352	)		207		7,455	5 years
Customer lists		36,700		(7,115	)		374		29,959	4.5 years
Order backlog		2,000		(1,076	)		36		960	.5 years
Candidate database		18,500		(5,196	)		47		13,351	3.75 years
Leasehold interests		154		(8	)		4		150	3 years
Acquired intangible assets, net	$	116,654	$	(17,234	)	$	766	$	100,186

Amortization expense for the periods ended December 31, 2005 and 2006 was $4.2 million and $13.1 million, respectively.

Based on the carrying value of the acquired finite-lived intangible assets recorded as of December 31, 2006, and assuming no subsequent impairment of the underlying assets, the estimated annual amortization expense is as follows (in thousands):

	2007		2008		2009		2010		2011
Estimated amortization expense	$	19,023	$	18,045	$	15,536	$	7,315	$	1,228

Indefinite Life on Trade Name

The Dice.com Trade Name / Trademark / Domain Name is one of the most recognized names of online job boards. Since Dice’s inception in 1991, the brand has been recognized as a leader in recruiting and career development services for technology and engineering professionals. Currently, the brand is synonymous with the

F-18

DICE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

FOR THE PERIOD FROM JUNE 28, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005

AND FOR THE YEAR ENDED DECEMBER 31, 2006

most specialized online marketplace for technology industry-specific talent. The brand has significant online and offline presence in online recruiting and career development services. Considering the recognition of the brand, its long history, awareness in the talent acquisition and staffing services market, and the intended use, the remaining useful life of the Dice.com Trade Name / Trademark / Domain Name was determined to be indefinite.

8. INDEBTEDNESS

In August 2005, the Company and its subsidiaries entered into a financing agreement which provided for a $65 million revolving credit facility, expiring August 30, 2010. On August 31, 2005, the Company borrowed a total of $60 million in connection with the acquisition of Dice. Borrowings under the line of credit are handled under two options: the Reference Rate Option or the LIBOR Option. Under the Reference Rate Option, loans with no fixed term accrue interest at a floating rate based upon prime. Interest is payable on the Reference Rate Option monthly, in arrears, on the first day of each month. Under the LIBOR Option, up to five (5) short-term loans with a fixed term can be in effect at any one time. These loans accrue interest at a fixed rate based on the applicable LIBOR Rate. Interest is payable on the LIBOR Option loans on the earliest of the last day of the interest period, or in no event greater than three (3) months after the commencement of the interest period.

In April 2006, the Company renegotiated its financing agreement to provide for lower interest rates and to allow for the Company to pay a one-time dividend on its convertible preferred stock. On October 20, 2006, the Board of Directors of the Company declared a dividend on convertible preferred stock totaling $11.2 million which was paid on October 27, 2006. The dividend payment was financed by borrowings under the revolving credit facility.

On October 30, 2006, in connection with the acquisition of eFG, the Company further amended the financing agreement to increase the total revolving credit commitment to $110 million and to provide for new interest rates. The amounts borrowed and terms of the financing agreement as of December 31, 2005 and 2006 are as follows (dollars in thousands):

	December 31, 2005		December 31, 2006
Total Credit Facility	$65,000			$110,000
Amounts Borrowed:
LIBOR Rate Loans	$49,000			$  87,000
Reference Rate Loans	—			2,000
Interest Rates:
LIBOR Option:
Interest Margin	6.50	%		3.50	%
Minimum LIBOR rate	3.00	%		3.00	%
Actual interest rates at December 31	10.56% to 11.08	%		8.85% to 9.40	%
Reference Rate Option:
Interest Margin	3.75	%		0.75	%
Minimum Reference Rate	6.00	%		6.00	%
Actual interest rate at December 31	—			9.00	%

The agreement contains certain covenants which restrict, among other things, the ability of the Company to borrow, pay dividends, repurchase its common stock, acquire businesses, distribute assets, guarantee debts of

F-19

DICE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

FOR THE PERIOD FROM JUNE 28, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005

AND FOR THE YEAR ENDED DECEMBER 31, 2006

others and lend funds to affiliated companies and contains criteria on the maintenance of certain financial statement amounts and ratios, all as defined in the agreement. The Company was in compliance with all such covenants as of December 31, 2006.

On March 21, 2007, the Company entered into an Amended and Restated Financing Agreement, resulting in total borrowings of $194.0 million. The financing agreement provides for a revolving credit facility of $75.0 million and a term loan facility of $125.0 million, and matures on March 21, 2012. Quarterly payments of $250,000 are due on the term loan facility beginning on October 1, 2007. Immediately prior to entering into the amended agreement, the Company had $81.0 million outstanding under the then existing facility. On March 21, 2007, the Company borrowed an additional $113.0 million under the amended agreement to pay a dividend as discussed in Note 16. Borrowings under the facility bear interest, at the Company’s option, at the LIBOR Rate plus 3.25% or Reference Rate plus 1.75%. Financial and other covenants in the amended agreement are consistent with the original agreement. Future maturities of the amended agreement are as follows (in thousands):

2007	$	250
2008		1,000
2009		1,000
2010		1,000
2011		1,000
2012		189,750
Total minimum payments	$	194,000

CyberMedia Dice has an equipment finance agreement under which it borrowed approximately $100,000. The agreement calls for interest only payments for the first three months, and then equal monthly installments of $4,000. The interest rate on the loan is 12% per annum. The loan is secured by the computer equipment purchased with the proceeds. The outstanding amounts were $71,000 and $23,000 as of December 31, 2005 and 2006, respectively, and are included in other liabilities.

9. COMMITMENTS AND CONTINGENCIES

Leases

The Company leases equipment and office space under operating leases expiring at various dates through November 2011. Future minimum lease payments under non-cancelable operating leases as of December 31, 2006 are as follows (in thousands):

2007	$	824
2008		627
2009		468
2010		372
2011		317
Total minimum payments	$	2,608

Rent expense was $197,000 and $640,000 for the periods ended December 31, 2005 and 2006, respectively.

Restricted Cash and Letters of Credit

As of December 31, 2005 and 2006, Dice had $378,000 and $187,000, respectively, in standby letters of credit that collateralize facility lease agreements. Restricted cash, which is included in other assets in the balance sheet, collateralizes such standby letters of credit.

F-20

DICE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

FOR THE PERIOD FROM JUNE 28, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005

AND FOR THE YEAR ENDED DECEMBER 31, 2006

Litigation

The Company is subject to various claims from taxing authorities, lawsuits and other complaints arising in the ordinary course of business. The Company records provisions for losses when claims become probable and the amounts are estimable. Although the outcome of these legal matters cannot be determined, it is the opinion of management that the final resolution of these matters will not have a material adverse effect on the Company’s financial condition, operations or liquidity.

10. CONVERTIBLE PREFERRED STOCK

The Company’s Amended Certificate of Incorporation provides for the authorization of the Board of Directors (“Board”) at its discretion to issue up to 125,000 shares of convertible preferred stock with a par value of $0.01. At the time of issuance, the Board will have discretion as to the designation of each issuance, voting rights, dividend rights and rates, if any, redemption price and liquidation preference, among other provisions.

On August 31, 2005, 111,800 shares of convertible preferred stock were issued in exchange for total cash consideration of $111.8 million.

On October 31, 2006, 7,872 shares of convertible preferred stock were issued in connection with the acquisition of eFG described in Note 4. Each share was valued at that date at $3,198 for total consideration of $25.2 million.

The Company has determined that there was no embedded beneficial conversion feature attributable to the convertible preferred stock, since the initial conversion price of the preferred stock is equal to the issuance price, which was negotiated and agreed between the Company and the external investor on an arm’s length basis and, which was determined by management to approximate the fair value of the Company’s common stock at the commitment date since there was no existence of a public or active market of the Company’s common stock, nor were there any cash transactions involving the Company’s common shares that occurred prior to this date.

The rights, preferences, privileges and restrictions granted to and imposed on the convertible preferred stock are as set forth below.

Dividend provisions

The preferred stockholders are entitled to dividends only when dividends are paid to common shareholders. In the event of a dividend, the holders of the preferred shares are entitled to share in the dividend on a pro rata basis, as if their shares had been converted into shares of common stock.

Conversion rights

Any holder of preferred stock has the right, at its option, to convert the preferred shares into shares of common stock at a ratio of one preferred stock share for one common stock share. The holders of 66 ²/3 of all outstanding preferred stock have the right at any time to require all the outstanding shares of preferred stock to be converted into an equal number of shares of common stock. Voting rights include the right to vote at a special or annual meeting of stockholders on all matters entitled to be voted on by holders of common stock, voting together as a single class with the common stock. There are no redemption rights associated with the preferred stock.

F-21

DICE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

FOR THE PERIOD FROM JUNE 28, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005

AND FOR THE YEAR ENDED DECEMBER 31, 2006

Liquidation rights

Upon the occurrence of a liquidation, the holders of the preferred shares shall be paid in cash for each share of preferred stock held, out of, but only to the extent of, the assets of the Company legally available for distribution to its stockholders, before any payment or distribution is made to any shareholders of common stock. The liquidation value is $1,000 per share, subject to adjustments for stock splits, stock dividends, combinations, or other recapitalizations of the preferred stock.

11. STOCK BASED COMPENSATION

The Company adopted the 2005 Omnibus Stock Option Plan (the “Stock Option Plan”) under which options may be granted to employees and directors to purchase shares of the Company’s common stock. Options granted under the Stock Option Plan may be options that are intended to qualify as incentive stock options and options that are not intended to so qualify. The Board or the compensation committee of the Board determines the exercise price and other conditions as specified in the Stock Option Plan; provided that, for incentive stock options, the exercise price shall not be less than 100% of the fair market value of common stock at the date of grant. No option shall have a term in excess of ten (10) years. If incentive stock options are granted to a person possessing more than 10% of the combined voting power or value of all classes of stock of the Company, the exercise price shall not be less than 110% of the Company’s common stock fair market value on the date of grant. Under the Stock Option Plan, the Board may, at its discretion, cause the options to become fully exercisable upon a change of control of the Company.

As of December 31, 2006, the Company had reserved 18,073 shares of common stock for the exercise of options, of which 1,615 were available for future grants.

The following table summarizes information about stock options granted and forfeited for the periods ended December 31, 2005 and 2006:

	Options	Weighted Average Exercise Price
Options outstanding - June 28, 2005	—	$	—
Granted	13,670	$	1,000
Options outstanding - December 31, 2005	13,670	$	1,000
Granted	2,788	$	2,629
Options outstanding - December 31, 2006	16,458	$	1,202

The average remaining life of the options granted is 8.9 years. Options generally vest 25% after one year and then at a rate of 6.25% every three months until fully vested.

On October 20, 2006, a dividend of $100 per share was declared to holders of convertible preferred stock. The dividend was paid on October 27, 2006. The Board of Directors approved reducing the strike price of the 13,969 options outstanding at the date of the payment of the dividend by $89 in order to maintain the economic value of the options in comparison to the value those options had immediately prior to the dividend. The $89 reduction was determined by computing the value of the Company immediately prior to the payment of the dividend (and related borrowing) and comparing it to a valuation immediately after the payment (and related

F-22

DICE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

FOR THE PERIOD FROM JUNE 28, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005

AND FOR THE YEAR ENDED DECEMBER 31, 2006

borrowing). The options outstanding at the time of the dividend were revalued resulting in additional compensation expense of $1.0 million to be recorded over the vesting period of the options. Additional compensation expense of $253,000 was recognized in 2006 on the 3,418 options that were fully vested as of the date of the dividend.

As of December 31, 2006, 4,272 options with a fair value of $1.5 million have vested and are exercisable at a weighted average exercise price of $911. The vested options have an average remaining life of 8.7 years. No options were cancelled or expired during the year. As of December 31, 2006, compensation cost to be recognized in the future related to the nonvested options totaled $5.1 million and is expected to be recognized over 4 years. All nonvested options are expected to vest.

During the period ended December 31, 2005 and 2006 the Company granted the following stock options with exercise prices as follows:

Grant Date	Number of stock options issued	Fair value of common stock			Exercise price		Intrinsic value
November 7, 2005	13,670	$	1,000	*	$	1,000	$	—
May 2, 2006	299		1,621	**		1,621		—
November 1, 2006	2,195		2,750	***		2,750		—
December 5, 2006	294		2,750	***		2,750		—

* The fair value was determined based on the third party transaction with the Company’s preferred stock issued in connection with the acquisition of Dice Inc. The Company did not take a discount in determining the value of the common shares as compared to the Series A preferred stock, as the Board of Directors determined that the strike price for the options should equal the price paid by the preferred stockholders.

** The fair value was determined based on a contemporaneous internal valuation prepared by management with the appropriate levels of competency.

*** The fair value was determined based on the third party transaction with the Company’s preferred stock issued in connection with the acquisition of eFG. The equity value of $3,198 per share determined in the eFG transaction was further reduced by the incurrence of indebtedness and the dilutive effect of previously issued stock options. The Board of Directors determined that the strike price for options issued at the time of the eFG acquisition should be at the value of the preferred shares.

The derived fair value of the common shares underlying the options granted on May 2, 2006 was determined based on an internal valuation prepared by management with the appropriate level of competency, using generally accepted valuation methodologies, including the discounted cash flow method, a method within the income approach whereby the present value of future expected net cash flows is calculated using a discount rate and the guideline companies approach, which incorporates certain assumptions including the market performance of comparable listed companies as well as the financial results and growth trends of the Company, to derive the total equity value of the Company. The valuation model allocated the equity value between the common shares and the preferred shares and determined the fair value of common shares based on the option-pricing method under the enterprise value allocation method. Under this method, the common shares have value only if the funds available for distribution to shareholders exceed the value of the liquidation preference at the time of a liquidity event (for example, a merger or sale).

F-23

DICE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

FOR THE PERIOD FROM JUNE 28, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005

AND FOR THE YEAR ENDED DECEMBER 31, 2006

12. INCOME TAXES

The tax effects of temporary differences that give rise to the Company’s deferred tax assets and liabilities at December 31, 2005 and 2006 are as follows (in thousands):

	2005			2006
Deferred tax assets:
Net operating loss carryforward	$	23,182		$	18,847
Depreciation of fixed assets		941			—
Allowance for doubtful accounts		199			283
Provision for accrued expenses and other, net		60			235
AMT tax credits		295			869
Stock based compensation		72			630
Investment in Dice India		229			538
Valuation allowance		(11,782	)		—
Deferred tax asset		13,196			21,402
Deferred tax liabilities:
Acquired intangibles		(32,363	)		(35,500	)
Foreign currency translation		—			(787	)
Depreciation of fixed assets		—			(12	)
Deferred revenue		(804	)		(685	)
Deferred tax liabilities		(33,167	)		(36,984	)
Net deferred tax liabilities	$	(19,971	)	$	(15,582	)

Deferred tax assets (liabilities) included in the balance sheet as of December 31, 2005 and 2006 are as follows (in thousands):

	2005			2006
Deferred income taxes—current	$	2,500		$	14,000
Deferred income taxes—non-current		(22,471	)		(29,582	)
Net deferred tax liabilities	$	(19,971	)	$	(15,582	)

Tax expense (benefit) for the periods ended December 31, 2005 and 2006 is as follows (in thousands):

	2005			2006
Current income tax expense	$	—		$	1,515
Deferred income tax expense (benefit)		(939	)		3,127
Income tax expense (benefit)	$	(939	)	$	4,642

F-24

DICE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

FOR THE PERIOD FROM JUNE 28, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005

AND FOR THE YEAR ENDED DECEMBER 31, 2006

A reconciliation of the federal statutory tax rate to the effective tax rate on continuing operations applicable to income before income tax expense (benefit) follows:

	2005		2006
Federal statutory rate	35.0	%	35.0	%
State taxes, net of federal effect	1.7	%	4.2	%
Tax effect of foreign income	—		(0.7	)%
Effective tax rate	36.7	%	38.5	%

As of December 31, 2005 and 2006, the Company has net operating loss carryforwards for federal income tax purposes of approximately $60.2 million and $49.6 million, respectively. The carryforwards will begin to expire in 2011 if not used. Current tax expense during the year ended December 31, 2006 was reduced by $9.9 million from the benefits of the net operating loss carryforwards.

Due to the transaction described in Note 3, the amount and availability of the net operating loss carryforwards is subject to annual limitations set forth by the Internal Revenue Code Section 382. Factors such as the number of shares ultimately issued within a three-year look-back period; whether there is deemed to be a more than 50 percent change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of the carryforwards. The Company determined the Section 382 limitation created by various ownership changes limits the net operating losses that are available to be used on a prospective basis to $20.6 million per year.

Realization of the Company’s net deferred tax assets is dependant upon the Company generating sufficient taxable income in future years in the appropriate tax jurisdictions to obtain a benefit from the reversal of deductible temporary differences and from tax loss carryforwards.

The Company has concluded that, based on expected future results and the future reversals of existing taxable temporary differences, it is more likely than not that the deferred tax assets will be used in the future. Accordingly, the valuation allowance that was established in 2005 was reversed in 2006, resulting in the benefit being recorded as a reduction to goodwill.

13. EMPLOYEE SAVINGS PLAN

The Company has a savings plan (the “Savings Plan”) that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the Savings Plan, participating employees may defer a portion of their pretax earnings, up to the Internal Revenue Service annual contribution limit. For the periods ended December 31, 2005 and 2006, respectively, the Company contributed $88,000 and $413,000, respectively, to match employee contributions to the Savings Plan.

F-25

DICE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

FOR THE PERIOD FROM JUNE 28, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005

AND FOR THE YEAR ENDED DECEMBER 31, 2006

14. SEGMENT INFORMATION

The Company aggregates its operating segments into two reportable segments: DCS Online and eFC. Management has organized its reportable segments based upon similar geographic locations and similar economic characteristics. Both DCS Online and eFC generate revenue from sales of recruitment packages. Aggregation is based on similarity of operating segments as to economic characteristics, products, types or classes of customer and the methods of distribution. In addition to these two reportable segments, the Company has other businesses and activities that individually are not more than 10% of consolidated revenues, net income, or total assets. These include the job fair business, Dice India, and JitM and are reported in the “Other” category. The Company’s foreign operations are comprised of eFC, whose business is principally in Great Britain, and Dice India. Corporate costs are included in the DCS Online segment and are not presently allocated to the segments. Corporate expenses primarily include personnel costs related to executives and certain support staff and professional fees. The following table shows the segment information for the periods ended December 31, 2005 and 2006 (in thousands):

	2005			2006
Revenues:
DCS Online	$	16,433		$	77,285
eFC		—			2,923
Other		569			3,450
Total revenues	$	17,002		$	83,658
Depreciation:
DCS Online	$	350		$	1,668
eFC		—			23
Other		30			139
Total depreciation	$	380		$	1,830
Amortization:
DCS Online	$	4,111		$	11,327
eFC		—			1,242
Other		57			523
Total amortization	$	4,168		$	13,092
Net income (loss):
DCS Online	$	(1,508	)	$	8,577
eFC		—			(135	)
Other		(109	)		(1,039	)
Minority interest in net loss of subsidiary		88			296
Income (loss) from continuing operations	$	(1,529	)	$	7,699
Income (loss) from discontinued operations, net of tax		(193	)		(921	)
Net income (loss)	$	(1,722	)	$	6,778

F-26

DICE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

FOR THE PERIOD FROM JUNE 28, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005

AND FOR THE YEAR ENDED DECEMBER 31, 2006

	2005		2006
Total assets:
DCS Online	$	202,542	$	193,480
eFC		—		85,413
Other		2,956		22,355
Assets of discontinued operations		2,320		1,079
Total assets	$	207,818	$	302,327
Capital expenditures:
DCS Online	$	582	$	2,531
eFC		—		45
Other		—		118
Total capital expenditures	$	582	$	2,694

The following table shows the change in the carrying amount of goodwill by reportable segment for the periods ended December 31, 2005 and 2006 (in thousands):

	DCS Online			eFC		Other			Total
Balance, June 28, 2005	$	—		$	—	$	—		$	—
Goodwill from acquisitions during the year		99,010			—		1,878			100,888
Balance, December 31, 2005		99,010			—		1,878			100,888
Goodwill from acquisitions during the year		—			56,517		14,885			71,402
Foreign currency translation adjustment		—			2,052		—			2,052
Other goodwill adjustments		(17,890	)		—		(12	)		(17,902	)
Balance, December 31, 2006	$	81,120		$	58,569	$	16,751		$	156,440

Other goodwill adjustments result from the finalization of the purchase price allocation of the Dice acquisition and are primarily related to income taxes.

F-27

DICE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

FOR THE PERIOD FROM JUNE 28, 2005 (INCEPTION) THROUGH DECEMBER 31, 2005

AND FOR THE YEAR ENDED DECEMBER 31, 2006

15. DISCONTINUED OPERATIONS

The Company provided certification test preparation and assessment products for technology professionals through its subsidiary, MeasureUp. In February 2007, the Company decided to abandon the MeasureUp business after assessing the long-term economic viability of MeasureUp in light of its projected operating losses and the lack of an operational or strategic fit with the Company’s core business, and after unsuccessfully attempting to sell the business. All significant business activities of MeasureUp ceased on March 30, 2007. Accordingly, the Company now reflects the related assets, liabilities, and results of operations from this segment as discontinued operations for all periods presented. Expenses that are not directly identified to MeasureUp or are considered corporate overhead have not been allocated to this segment in arriving at results from discontinued operations. Summary results of operations for the former MeasureUp operating segment were as follows:

	2005			2006
Revenues	$	822		$	3,476
Operating expenses:
Cost of revenues		153			521
Product development		319			1,282
Sales and marketing		307			929
General and administrative		135			513
Depreciation		22			83
Amortization		190			570
Impairment of intangible assets		—			1,040
Total operating expenses		1,126			4,938
Operating loss		(304	)		(1,462	)
Income tax benefit		111			541
Loss from discontinued operations, net of tax	$	(193	)	$	(921	)

The assets and liabilities of MeasureUp were as follows (in thousands):

	2005		2006
Cash	$	173	$	150
Accounts receivable, net of allowance for doubtful accounts of $73 and $35		332		634
Prepaid and other current assets		16		24
Current assets of discontinued operations	$	521	$	808
Fixed assets, net	$	189	$	264
Intangible assets, net		1,610		—
Other assets		—		7
Non-current assets of discontinued operations	$	1,799	$	271
Accounts payable and accrued expenses	$	255	$	487
Deferred revenue		342		503
Current liabilities of discontinued operations	$	597	$	990

16. SUBSEQUENT EVENT

On March 23, 2007, the Company paid a cash dividend of $107.9 million in the aggregate, or $900.11 per share, to holders of common stock and convertible preferred stock and made a payment of $4.6 million in the aggregate, or $900.11 per vested option, to holders of vested stock options in lieu of a dividend.

* * * * *

F-28

DICE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands except share and per share amounts)

	December 31, 2006			March 31, 2007
ASSETS
Current assets
Cash and cash equivalents	$	5,795		$	7,370
Marketable securities		944			947
Accounts receivable, net of allowance for doubtful accounts of $795 and $954		15,014			14,129
Deferred income taxes—current		14,000			14,230
Prepaid and other current assets		1,290			2,008
Current assets of discontinued operations		808			294
Total current assets		37,851			38,978
Fixed assets, net		5,356			5,406
Acquired intangible assets, net		100,186			95,050
Goodwill		156,440			159,228
Deferred financing costs, net of accumulated amortization of $457 and $608		1,972			4,060
Other assets		251			500
Non-current assets of discontinued operations		271			—
Total assets	$	302,327		$	303,222
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	12,113		$	10,835
Deferred revenue		34,520			42,297
Current portion of long-term debt		—			500
Other current liabilities		492			341
Current liabilities of discontinued operations		990			558
Total current liabilities		48,115			54,531
Long-term debt		89,000			190,500
Deferred income taxes—non-current		29,582			21,198
Other long-term liabilities		1,295			6,673
Total liabilities		167,992			272,902
Commitments and contingencies (Note 7)
Stockholders’ equity
Convertible preferred stock, $.01 par value, authorized 125,000 shares; issued and outstanding: 119,672 shares (liquidation value $1,000)		1			1
Common stock, $.01 par value, authorized 150,000 shares; issued and outstanding: 200 shares		—			—
Additional paid-in capital		138,629			139,203
Accumulated other comprehensive income		1,829			2,093
Accumulated deficit		(6,124	)		(110,977	)
Total stockholders’ equity		134,335			30,320
Total liabilities and stockholders’ equity	$	302,327		$	303,222

See accompanying notes to the condensed consolidated financial statements.

F-29

DICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands except per share amounts)

	For the three months ended March 31,
	2006			2007
Revenues	$	16,077		$	30,540
Operating expenses:
Cost of revenues		1,110			1,897
Product development		434			980
Sales and marketing		7,128			13,601
General and administrative		2,058			4,024
Depreciation		335			651
Amortization		3,026			5,228
Total operating expenses		14,091			26,381
Operating income		1,986			4,159
Interest expense		(1,331	)		(2,347	)
Interest income		27			77
Income from continuing operations before income taxes and minority interest		682			1,889
Income tax expense (benefit)		262			(1,070	)
Minority interest in net loss of subsidiary		53			—
Income from continuing operations		473			2,959
Discontinued operations:
Loss from discontinued operations		(232	)		(537	)
Income tax benefit from discontinued operations		88			5,455
Income (loss) from discontinued operations, net of tax		(144	)		4,918
Net income		329			7,877
Convertible preferred stock dividends		—			(107,718	)
Income (loss) attributable to common stockholders	$	329		$	(99,841	)
Basic earnings (loss) per share:
From continuing operations	$	2,365		$	(523,795	)
From discontinued operations		(720	)		24,590
	$	1,645		$	(499,205	)
Diluted earnings (loss) per share:
From continuing operations	$	4.22		$	(523,795	)
From discontinued operations		(1.28	)		24,590
	$	2.94		$	(499,205	)

See accompanying notes to the condensed consolidated financial statements.

F-30

DICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Three Months Ended March 31,
	2006			2007
Cash flows provided by operating activities:
Net income	$	329		$	7,877
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		335			651
Amortization		3,026			5,228
Deferred income taxes		74			(7,386	)
Amortization of deferred financing costs		78			151
Share based compensation		237			574
Changes in operating assets and liabilities:
Accounts receivable		(51	)		1,062
Prepaid expenses and other assets		(93	)		(724	)
Accounts payable and accrued expenses		(877	)		(1,732	)
Deferred revenue		6,665			7,752
Other, net		(152	)		1,141
Net cash provided by operating activities of continuing operations		9,571			14,594
Cash flows used for investing activities:
Purchases of fixed assets		(793	)		(631	)
Purchases of marketable securities		(100	)		—
Maturities and sales of marketable securities		99			—
Amounts paid under Targeted Job Fairs acquisition agreement		(133	)		—
Other, net		—			(15	)
Net cash used for investing activities of continuing operations		(927	)		(646	)
Cash flows used for financing activities:
Proceeds from long-term debt		—			113,000
Payments on long-term debt		(9,000	)		(11,000	)
Dividends paid on convertible preferred stock		—			(107,718	)
Dividends paid on common stock		—			(180	)
Payments to holders of vested stock options in lieu of dividends		—			(4,602	)
Financing costs paid		—			(2,239	)
Net cash used for financing activities of continuing operations		(9,000	)		(12,739	)
Net cash provided by operating activities of discontinued operations		173			352
Net cash used in investing activities of discontinued operations		(6	)		(6	)
Net cash provided by discontinued operations		167			346
Effect of exchange rate changes		—			20
Net change in cash and cash equivalents for the period		(189	)		1,575
Cash and cash equivalents, beginning of period		3,363			5,795
Cash and cash equivalents, end of period	$	3,174		$	7,370

See accompanying notes to the condensed consolidated financial statements.

F-31

DICE HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of Dice Holdings, Inc. (“DHI” or the “Company”) have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted and condensed pursuant to such rules and regulations. In the opinion of the Company’s management, all adjustments (consisting of only normal and recurring accruals) have been made to present fairly the financial positions, the results of operations and cash flows for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. Although the Company believes that the disclosures are adequate to make the information presented not misleading, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2006, that are included elsewhere in this registration statement.

Preparation of the consolidated 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 amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the period. Management believes the most complex and sensitive judgments, because of their significance to the consolidated financial statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. Actual results could differ materially from management’s estimates. There have been no significant changes in the Company’s assumptions regarding critical accounting estimates during the first three months of 2007.

2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 does not impose fair value measurements on items not already accounted for at fair value; rather it applies, with certain exceptions, to other accounting pronouncements that either require or permit fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting SFAS 157 on its consolidated financial statements.

In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (“SFAS 109”), and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a return. Guidance is also provided on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 was adopted by the Company on January 1, 2007. See Note 10.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings at each subsequent reporting date. SFAS 159 is effective for fiscal years beginning after December 15, 2007. The Company is currently evaluating the impact of adopting SFAS 159 on its consolidated financial statements.

F-32

DICE HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)—(Continued)

3. DISCONTINUED OPERATIONS

The Company provided certification test preparation and assessment products for technology professionals through its subsidiary, MeasureUp. In February 2007, the Company decided to abandon the MeasureUp business after assessing the long-term economic viability of MeasureUp in light of its projected operating losses and the lack of an operational or strategic fit with the Company’s core business, and after unsuccessfully attempting to sell the business. All significant business activities of MeasureUp ceased on March 30, 2007. Accordingly, the Company now reflects the related assets, liabilities, and results of operations from this segment as discontinued operations for all periods presented. Expenses that are not directly identified to MeasureUp or are considered corporate overhead have not been allocated to this segment in arriving at results from discontinued operations. Summary results of operations for the former MeasureUp operating segment were as follows (in thousands):

	Three Months Ended March 31,
	2006			2007
Revenues	$	830		$	835
Operating expenses:
Cost of revenues		135			173
Product development		342			600
Sales and marketing		272			288
General and administrative		147			332
Depreciation		23			16
Amortization		143			—
Other expense (income)		—			(37	)
Total operating expenses		1,062			1,372
Operating loss		(232	)		(537	)
Income tax benefit		88			5,455
Income (loss) from discontinued operations	$	(144	)	$	4,918

The assets and liabilities of MeasureUp were as follows (in thousands):

	December 31, 2006		March 31, 2007
Cash	$	150	$	33
Accounts receivable, net of allowance for doubtful accounts of $35 and $163		634		254
Prepaid and other current assets		25		7
Current assets of discontinued operations	$	809	$	294
Fixed assets, net	$	264	$	—
Other assets		7		—
Non-current assets of discontinued operations	$	271	$	—
Accounts payable and accrued expenses	$	487	$	385
Deferred revenue		503		173
Current liabilities of discontinued operations	$	990	$	558

Intangible assets related to MeasureUp were written off in the fourth quarter of 2006. There was no goodwill associated with MeasureUp.

F-33

DICE HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)—(Continued)

4. ACQUISITION OF eFINANCIALGROUP LIMITED

On October 31, 2006, DHI acquired all of the outstanding shares of eFinancialGroup Limited (“eFG”) which operates career management services for finance, accounting and capital markets and financial services professionals. At the time of the acquisition, eFG was the parent of (1) eFinancialCareers Limited, a global financial markets career website for capital markets and financial services professionals, (2) JobsintheMoney.com, Inc. (“JitM”), a career website for accounting and finance professionals in the United States, and (3) eFinancialNews Limited (“eFN”), which publishes financial news periodicals.

DHI acquired all of the outstanding stock of eFG in exchange for a total of $106.3 million in cash and 7,872 shares of convertible preferred stock of DHI valued at $25.2 million, net of cash acquired of $3.9 million. Each shareholder of eFG was given the option to receive cash, convertible preferred stock of DHI or a combination of both. The value of the preferred stock was based on the amount of cash that each eFG shareholder was entitled to receive in lieu of convertible preferred stock of DHI. Immediately after the acquisition of eFG, eFN was sold to a company controlled by a group of former eFG shareholders for total consideration of $41.6 million, resulting in a net purchase price for the remaining eFG business, which was comprised of eFC and JitM, of $89.9 million in cash and convertible preferred stock. The cash portion of the acquisition, including transaction costs, was financed by borrowings of $67.0 million, plus cash on hand.

The Company incurred a total of $3.2 million of direct costs associated with the transaction. Of that amount, $.9 million was capitalized as debt issuance costs. The remaining $2.3 million was included as consideration paid in the allocation of the purchase price.

The purchase price allocation is substantially complete. Adjustments to goodwill during the three month period ended March 31, 2007 are primarily related to income taxes. An adjustment to goodwill related to deferred income taxes may result from the Company’s finalization of the review of the tax positions of eFG. The initial purchase price allocation of eFG based upon management’s estimates at the date of acquisition, in millions of dollars, is as follows:

Assets:
Cash and cash equivalents	$	3.9
Accounts receivable		4.8
Prepaid and other current assets		0.2
Fixed assets		0.3
Acquired intangible assets		27.1
Goodwill		70.9
Other assets		41.6
Assets acquired	$	148.8
Liabilities:
Accounts payable and accrued expenses	$	5.0
Deferred income taxes		8.8
Deferred revenue		1.2
Liabilities assumed	$	15.0

F-34

DICE HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)—(Continued)

The acquired intangible assets consist of the following, in millions of dollars:

Technology	$	2.7
Trademarks and brand names		7.2
Customer lists		12.1
Order backlog		1.4
Candidate database		3.5
Leasehold interests		0.2
Acquired intangible assets	$	27.1

The portion of the purchase price allocated to eFN is included above in Other assets. The $41.6 million was received by DHI immediately subsequent to the closing of the sale of eFN on October 31, 2006.

The following pro forma condensed consolidated results of operations assume that the acquisition of eFG was completed as of January 1, 2006 (in millions except per share amounts):

	March 31, 2006
Revenues	$	20.6
Net loss		(1.4	)
Loss per share	$	(7,168	)

The pro forma financial information represents the historical operating results of the combined company with adjustments for purchase accounting and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the period presented. The pro forma adjustments included adjustments for interest on borrowings and amortization of acquired intangible assets and deferred financing costs as well as the related income tax impacts of such adjustments.

5. ACQUIRED INTANGIBLE ASSETS, NET

Below is a summary of the major acquired intangible assets and weighted average amortization periods for the acquired identifiable intangible assets (in thousands):

	As of December 31, 2006
	Acquired Cost		Accumulated Amortization			Foreign Currency Translation Adjustment		Acquired Intangible Assets, Net		Weighted Average Amortization Period
Technology	$	12,700	$	(3,487	)	$	98	$	9,311	3.75 years
Trademarks and brand names—Dice		39,000		—			—		39,000	Indefinite
Trademarks and brand names—Other		7,600		(352	)		207		7,455	5 years
Customer lists		36,700		(7,115	)		374		29,959	4.5 years
Order backlog		2,000		(1,076	)		36		960	.5 years
Candidate database		18,500		(5,196	)		47		13,351	3.75 years
Leasehold interests		154		(8	)		4		150	3 years
Acquired intangible assets, net	$	116,654	$	(17,234	)	$	766	$	100,186

F-35

DICE HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)—(Continued)

	As of March 31, 2007
	Acquired Cost		Accumulated Amortization			Foreign Currency Translation Adjustment		Acquired Intangible Assets, Net		Weighted Average Amortization Period
Technology	$	12,700	$	(4,347	)	$	111	$	8,464	3.75 years
Trademarks and brand names—Dice		39,000		—			—		39,000	Indefinite
Trademarks and brand names—Other		7,600		(745	)		238		7,093	5 years
Customer lists		36,700		(9,138	)		428		27,990	4.5 years
Order backlog		2,000		(1,801	)		42		241	.5 years
Candidate database		18,500		(6,430	)		54		12,124	3.75 years
Leasehold interests		154		(21	)		5		138	3 years
Acquired intangible assets, net	$	116,654	$	(22,482	)	$	878	$	95,050

6. INDEBTEDNESS

On March 21, 2007, the Company entered into an Amended and Restated Financing Agreement, resulting in total borrowings of $194.0 million. The financing agreement provides for a revolving credit facility of $75.0 million and a term loan facility of $125.0 million, and matures on March 21, 2012. Quarterly payments of $250,000 are due on the term loan facility beginning on October 1, 2007. Immediately prior to entering into the amended agreement, the Company had $81.0 million outstanding under the then existing facility. On March 21, 2007, the Company borrowed an additional $113.0 million under the amended agreement. Borrowings under the facility bear interest, at the Company’s option, at the LIBOR Rate plus 3.25% or Reference Rate plus 1.75%. Financial and other covenants in the amended agreement are consistent with the original agreement. The Company was in compliance with all such covenants as of March 31, 2007.

The amounts borrowed and terms of the financing agreement as of December 31, 2006 and March 31, 2007 are as follows (dollars in thousands):

	December 31, 2006			March 31, 2007
Total Revolving Credit Facility	$	110,000		$	75,000
Total Term Loan Facility		—		$	125,000
Amounts Borrowed:
LIBOR Rate Loans	$	87,000		$	189,000
Reference Rate Loans		2,000			2,000
Total Borrowed	$	89,000		$	191,000
Interest Rates:
LIBOR Option:
Interest Margin		3.50	%		3.25	%
Minimum LIBOR rate		3.00	%		3.00	%
Actual interest rates		8.85% to 9.40	%		8.57% to 9.40	%
Reference Rate Option:
Interest Margin		0.75	%		1.75	%
Minimum Reference Rate		6.00	%		6.00	%
Actual interest rate		9.00	%		10.00	%

F-36

DICE HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)—(Continued)

Future maturities as of March 31, 2007 are as follows (in thousands):

April 1, 2007 through December 31, 2007	$	250
2008		1,000
2009		1,000
2010		1,000
2011		1,000
2012		186,750
Total minimum payments	$	191,000

7. COMMITMENTS AND CONTINGENCIES

Leases

The Company leases equipment and office space under operating leases expiring at various dates through November 2011. Future minimum lease payments under non-cancelable operating leases as of March 31, 2007 are as follows (in thousands):

April 1, 2007 to December 31, 2007	$	602
2008		627
2009		468
2010		372
2011		317
Total minimum payments	$	2,386

Rent expense was $100,000 and $196,000 for the three months ended March 31, 2006 and 2007, respectively.

Restricted Cash and Letters of Credit

As of December 31, 2006 and March 31, 2007, Dice had $187,000 and $57,000, respectively, in standby letters of credit that collateralize facility lease agreements. Restricted cash, which is included in other assets in the condensed consolidated balance sheet, collateralizes such standby letters of credit.

Litigation

The Company is subject to various claims from taxing authorities, lawsuits and other complaints arising in the ordinary course of business. The Company records provisions for losses when claims become probable and the amounts are estimable. Although the outcome of these legal matters cannot be determined, it is the opinion of management that the final resolution of these matters will not have a material adverse effect on the Company’s financial condition, operations or liquidity.

8. EQUITY TRANSACTIONS

On March 23, 2007, the Company paid a cash dividend of $107.9 million in the aggregate, or $900.11 per share, to holders of common stock and convertible preferred stock and made a payment of $4.6 million in the aggregate, or $900.11 per vested option, to holders of vested stock options in lieu of a dividend. The payments made to holders of vested stock options in lieu of dividends increased the accumulated deficit.

F-37

DICE HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)—(Continued)

9. STOCK BASED COMPENSATION

The Company has a plan to grant stock options to certain employees and directors of the Company and its subsidiaries. Compensation expense is recorded in accordance with SFAS 123 (Revised 2004), Share-Based Payment for stock options awarded to employees in return for employee service. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the employee service period, which is the vesting period. The Company does not expect forfeitures to occur and records expense based upon the number of awards expected to vest.

The fair value of options granted during the period ended March 31, 2007 was estimated on the grant date using Black-Scholes option-pricing model using the weighted average assumptions in the table below. Because the Company’s stock is not publicly traded, the average historical volatility rate for a similar entity was used. The expected life of options granted is derived from historical exercise behavior. The risk—free rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. There were no options issued in the first three months of 2006.

	For Three Months Ended March 31, 2007
The weighted average fair value of options granted	$	595
Dividend yield		0.00	%
Weighted average risk-free interest rate		4.69	%
Weighted average expected volatility		35.51	%
Expected life (in years)		4

The net income effect of stock based compensation expense for the three month periods ended March 31, 2006 and 2007 was $237,000 and $574,000, respectively. At March 31, 2007, there was $13.1 million of unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of nearly 4 years.

During the three months ended March 31, 2007 the Company granted the following stock options with exercise prices as follows:

Grant Date	Number of stock options issued	Fair value of common stock		Exercise price		Intrinsic value
January 31, 2007	40	$	3,020	$	3,020	$	—
January 31, 2007	1,364		3,020		3,812		—
March 27, 2007	418		3,177		3,177		—

The fair value was determined based on a contemporaneous internal valuation prepared by management with the appropriate levels of competency.

F-38

DICE HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)—(Continued)

The following table summarizes activity for the three months ended March 31, 2007:

	Options		Weighted Average Exercise Price
Options outstanding—December 31, 2006	16,458		$	635
Granted	1,822		$	3,017
Forfeited	(342	)	$	1,477
Options outstanding—March 31, 2007	17,938		$	861
Exercisable at March 31, 2007	5,240		$	906

On March 23, 2007, the Company paid a cash dividend of $107.9 million in the aggregate, or $900.11 per share, to holders of common stock and convertible preferred stock and made a payment of $4.6 million in the aggregate, or $900.11 per vested option, to holders of vested stock options in lieu of a dividend. The Board of Directors approved reducing the strike price of the non-vested options outstanding at the date of the payment of the dividend by $820 in order to maintain the economic value of the options in comparison to the value those options had immediately prior to the dividend. The unvested options outstanding at the time of the dividend were revalued resulting in additional compensation expense of $7.9 million to be recorded over the vesting period of the options.

The following table summarizes information about options outstanding as of March 31, 2007:

	Options Outstanding		Options Exercisable
Exercise Price	Number Outstanding	Weighted- Average Remaining Contractual Life	Number Exercisable	Weighted- Average Exercise Price
		(in years)
$91	8,557	8.4	—	$	—
$712	172	9.1	127		712
$911	5,113	8.4	5,113		911
$1,930	2,274	9.6	—		—
$2,200	40	9.8	—		—
$2,992	1,364	9.8	—		—
$3,177	418	10.0	—		—
	17,938		5,240

10. INCOME TAXES

A reconciliation of the federal statutory tax rate to the effective tax rate on continuing operations applicable to income before income tax expense (benefit) follows:

	March 31, 2006		March 31, 2007
Federal statutory rate	35.0	%	35.0	%
Tax effect of permanent items	—		(85.3	)%
State taxes, net of federal effect	3.4	%	(2.2	)%
Tax effect of foreign income	—		(4.1	)%
Effective tax rate	38.4	%	(56.6	)%

F-39

DICE HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)—(Continued)

During the three month period ended March 31, 2007, the permanent item impacting the effective tax rate is payments to the holders of vested stock options in lieu of dividends of $4.6 million.

As of December 31, 2006 and March 31, 2007, the Company has net operating loss carryforwards for federal income tax purposes of approximately $49.6 million and $65.9 million, respectively. The carryforwards will begin to expire in 2011 if not used. For income tax purposes, the amount of net operating loss allowable to offset income after a change in ownership is limited under IRC Section 382. The Company determined the Section 382 limitation created by various ownership changes limits the net operating losses that are available to be used on a prospective basis to $20.6 million per year. The Company has concluded that, based on expected future results and the future reversals of existing taxable temporary differences, it is more likely than not that the deferred tax assets will be used in the future and, therefore, no valuation allowance has been recorded.

The Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (“FIN 48”) on January 1, 2007. As a part of the implementation of FIN 48, the Company made a comprehensive review of its portfolio of uncertain tax positions in accordance with recognition standards established by FIN 48. An uncertain tax position represents the Company’s expected treatment of a tax position taken in a filed tax return, or planned to be taken in a tax return not yet filed, that has not been reflected in measuring income tax expense for financial reporting purposes. The adoption of FIN 48 resulted in a decrease to retained earnings by approximately $230,000 and an increase in accrued expenses for uncertain tax positions and related interest by a corresponding amount. Additionally, goodwill and accrued expenses were increased for uncertain tax positions by approximately $4.0 million to reflect the measurement under the rules of FIN 48 for uncertain tax positions related to previous business combinations. After recognizing these impacts at the adoption of FIN 48, the total unrecognized tax benefits were approximately $4.3 million. Of this amount, approximately $345,000 would impact our effective tax rate if recognized, and the difference of $4.0 million primarily results from federal tax impacts on state issues and items that would impact goodwill and would not impact the effective rate if it were subsequently determined that such liability were not required. Interest and penalties related to unrecognized tax benefits are recognized in income tax expense. Interest and penalties comprise an insignificant portion of our accrued expenses for uncertain tax positions.

The Company files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. None of the Company’s tax returns are currently under examination. The Company does not believe it is reasonably possible that the total amount of unrecognized tax benefits will change significantly during the next twelve months.

F-40

DICE HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)—(Continued)

11. SEGMENT INFORMATION

The Company aggregates its operating segments into two reportable segments: DCS Online and eFC. Management has organized its reportable segments for based upon similar geographic location and similar economic characteristics. Both DCS Online and eFC generate revenue from sales of recruitment packages. Aggregation is based on similarity of operating segments as to economic characteristics, products, types or classes of customer and the methods of distribution. In addition to these two reportable segments, the Company has other businesses and activities that individually are not more than 10% of consolidated revenues, net income, or total assets. These include the job fair business, Dice India, and JitM and are reported in the “Other” category. The Company’s foreign operations are comprised of eFC, whose business is principally in Great Britain, and Dice India. Corporate costs are included in the DCS Online segment and are not presently allocated to the segments. Corporate expenses primarily include personnel costs related to executives and certain support staff and professional fees. The following table shows the segment information for the periods ended March 31, 2006 and 2007 (in thousands):

		March 31, 2006			March 31, 2007
Revenues:
DCS Online	$	15,441		$	23,351
eFC		—			5,145
Other		636			2,044
Total revenues	$	16,077		$	30,540
Depreciation:
DCS Online	$	324		$	561
eFC		—			38
Other		11			52
Total depreciation	$	335		$	651
Amortization:
DCS Online	$	2,983		$	2,650
eFC		—			1,879
Other		43			699
Total amortization	$	3,026		$	5,228
Net income:
DCS Online	$	249		$	3,418
eFC		—			892
Other		171			(1,351	)
Minority interest		53			—
Income from continuing operations		473			2,959
Income (loss) from discontinued operations		(144	)		4,918
Net income	$	329		$	7,877
Capital expenditures:
DCS Online	$	793		$	573
eFC		—			47
Other		—			11
Total capital expenditures	$	793		$	631

F-41

DICE HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)—(Continued)

The following table shows the segment information as of December 31, 2006 and March 31, 2007 (in thousands):

	December 31, 2006		March 31, 2007
Total assets:
DCS Online	$	193,480	$	196,965
eFC		85,413		84,924
Other		22,355		21,039
Assets of discontinued operations		1,079		294
Total assets	$	302,327	$	303,222

The following table shows the change in the carrying amount of goodwill by reportable segment as of December 31, 2006 and the changes in goodwill for the three month period ended March 31, 2007 (in thousands):

	DCS Online		eFC			Other			Total
Balance, December 31, 2006	$	81,120	$	58,569		$	16,751		$	156,440
Foreign currency translation adjustment		—		307			—			307
Adoption of FIN 48		3,658		337			—			3,995
Other goodwill adjustments		—		(972	)		(542	)		(1,514	)
Balance, March 31, 2007	$	84,778	$	58,241		$	16,209		$	159,228

Other goodwill adjustments result from adjustments to the purchase price allocation of the eFG acquisition and are primarily related to income taxes.

F-42

DICE HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)—(Continued)

12. EARNINGS PER SHARE

Basic earnings per share is computed based on the weighted average number of common shares outstanding. Diluted earnings per share is computed based on the weighted average outstanding common shares plus equivalent shares assuming exercise of stock options and conversion of outstanding convertible securities, where dilutive. The impact of the preferred shares and the common stock options were anti-dilutive in the three month period ended March 31, 2007 for continuing operations and therefore were excluded from the calculation of diluted EPS. Additionally, the common stock options were anti-dilutive during the three month period ended March 31, 2006 for continuing operations and therefore were excluded from the calculation of dilutive EPS. The following is a reconciliation between basic and diluted weighted average shares outstanding for continuing operations and discontinued operations (dollars in thousands except per share amounts):

	For the three months ended March 31,
	2006			2007
Net income from continuing operations	$	473		$	2,959
Preferred dividend		—			(107,718	)
Income available to common stockholders from continuing operations—basic and diluted	$	473		$	(104,759	)
Income available to common stockholders from discontinued operations—basic and diluted	$	(144	)	$	4,918
Weighted average shares outstanding—basic		200			200
Add shares issuable upon conversion of preferred securities		111,800			—
Add shares issuable upon exercise of stock options		—			—
Weighted average shares outstanding—diluted		112,000			200
Basic Earnings (Loss) Per Share:
From continuing operations	$	2,365		$	(523,795	)
From discontinued operations		(720	)		24,590
	$	1,645		$	(499,205	)
Diluted Earnings (Loss) Per Share:
From continuing operations	$	4.22		$	(523,795	)
From discontinued operations		(1.28	)		24,590
	$	2.94		$	(499,205	)

* * * * *

F-43

REPORT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

The Board of Directors

Dice Inc. and subsidiaries

We have audited the accompanying consolidated balance sheets of Dice Inc. and subsidiaries as of August 31, 2005 (before the purchase transaction as described in Notes 1 and 2) and December 31, 2004, and the related statements of operations, stockholders’ equity and comprehensive income, and cash flows for the eight-month period ended August 31, 2005 (before the transaction described in Notes 1 and 2) and the year ended December 31, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (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 also 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.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Dice Inc. and subsidiaries as of August 31, 2005 (before the purchase transaction as described in Notes 1 and 2) and December 31, 2004 and the consolidated results of its operations and its cash flows for the eight-month period ended August 31, 2005 (before the transaction described in Notes 1 and 2) and the year ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America.

/s/    LWBJ, LLP

West Des Moines, Iowa

January 20, 2006 except for Notes 7 and 12 which are dated as of April 4, 2007, and Note 13 which is dated as of May 15, 2007

F-44

DICE INC.

CONSOLIDATED BALANCE SHEETS

As of December 31, 2004 and August 31, 2005

(in thousands except share and per share amounts)

	2004			2005
ASSETS
Current assets
Cash and cash equivalents	$	11,945		$	33,940
Marketable securities		10,613			1,594
Accounts receivable, net of allowance for doubtful accounts of $509 and $551 for 2004 and 2005, respectively		3,020			3,685
Prepaid expenses and other current assets		599			1,005
Current assets of discontinued operations		1,024			625
Total current assets		27,201			40,849
Fixed assets, net		2,169			3,255
Intangible assets, net		16,896			14,157
Deferred tax asset, net		3,625			2,778
Reorganization value in excess of amounts allocated to identifiable assets		357			—
Goodwill		314			1,941
Restricted cash		567			596
Other assets, net		49			87
Non-current assets of discontinued operations		912			899
Total assets	$	52,090		$	64,562
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	4,792		$	5,106
Deferred revenue		10,358			15,592
Amounts due under acquisition agreements		425			846
Federal income tax payable		101			194
Other current liabilities		60			72
Current liabilities of discontinued operations		652			867
Total current liabilities		16,388			22,677
Other liabilities		242			190
Minority interest in net assets of subsidiary		—			263
Commitments and contingencies
Stockholders’ equity
Preferred stock, no par value; 20,000 shares authorized; none issued		—			—
Common stock, par value $.01; 40,000 shares authorized; 20,000 shares issued; 19,993 shares outstanding		—			—
Additional paid-in capital		35,133			35,133
Unearned stock-based compensation		(70	)		(23	)
Accumulated other comprehensive loss		(67	)		(7	)
Treasury stock, 7 shares		(11	)		(11	)
Retained earnings		475			6,340
Total stockholders’ equity		35,460			41,432
Total liabilities and stockholders’ equity	$	52,090		$	64,562

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

F-45

DICE INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the year ended December 31, 2004

and the eight months ended August 31, 2005

(in thousands except per share amounts)

	2004			2005
Revenues	$	32,232		$	33,876
Operating expenses:
Cost of revenues		2,392			2,398
Product development		1,557			1,048
Sales and marketing		15,002			13,853
General and administrative		6,246			4,710
Depreciation		2,030			990
Amortization		1,378			1,248
Total operating expenses		28,605			24,247
Income from operations		3,627			9,629
Realized loss on sales of investments		—			(160	)
Interest and other income, net		176			459
Income from continuing operations before taxes and minority interest		3,803			9,928
Income tax expense		2,162			4,155
Minority interest in net loss of subsidiary		—			224
Income from continuing operations		1,641			5,997
Discontinued operations:
Income (loss) from discontinued operations		267			(221	)
Income tax benefit (expense) of discontinued operations		(106	)		89
Income (loss) from discontinued operations, net of tax		161			(132	)
Net income	$	1,802		$	5,865
Basic earnings (loss) per share:
From continuing operations	$	82.08		$	299.95
From discontinued operations		8.05			(6.60	)
	$	90.13		$	(293.35	)
Diluted earnings (loss) per share:
From continuing operations	$	77.27		$	268.88
From discontinued operations		7.58			(5.90	)
	$	84.85		$	262.98

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

F-46

DICE INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

(in thousands except share and per share amounts)

	Preferred Stock			Common Stock				Additional Paid-in Capital		Unearned Stock- Based Compensation			Accumulated Other Comprehensive Income (Loss)			Treasury Stock				Retained Earnings (Deficit)			Total			Comprehensive Income
	Shares	Amount		Shares		Amount										Shares	Amount
Balance at January 1, 2004	—	$	—	19,994		$	—	$	35,130	$	(140	)	$	(4	)	6	$	(10	)	$	(1,327	)	$	33,649
Amortization of unearned stock-based compensation											70													70
Cash received related to equity distribution									3															3
Acquisition of treasury stock				(1	)											1		(1	)					(1	)
Comprehensive income:
Reclassification adjustment for losses on available for sale securities included in net income														(63	)									(63	)	$	(63	)
Net income																					1,802			1,802			1,802
Comprehensive income																										$	1,739
Balance at December 31, 2004	—	$	—	19,993		$	—	$	35,133	$	(70	)	$	(67	)	7	$	(11	)	$	475		$	35,460
Amortization of unearned stock-based compensation
Comprehensive income:											47													47
Reclassification adjustment for losses on available for sale securities included in net income														60										60			60
Net income																					5,865			5,865			5,865
Comprehensive income																										$	5,925
Balance at August 31, 2005	—	$	—	19,993		$	—	$	35,133	$	(23	)	$	(7	)	7	$	(11	)	$	6,340		$	41,432

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

F-47

DICE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the year ended December 31, 2004

and the eight months ended August 31, 2005

(in thousands)

	2004			2005
Cash flows from operating activities:
Net income	$	1,802		$	5,865
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		2,030			990
Amortization		1,378			1,248
Deferred taxes		2,167			3,873
Provision for doubtful accounts		300			159
Charge related to issuance of stock options		70			47
Changes in operating assets and liabilities:
Accounts receivable		(1,482	)		(824	)
Prepaid expenses and other assets		651			(490	)
Accounts payable and accrued expenses		2,257			294
Deferred revenue		5,045			5,456
Other, net		(201	)		(76	)
Net cash provided by operating activities of continuing operations		14,017			16,542
Cash flows from investing activities:
Purchases of fixed assets		(1,046	)		(2,076	)
Acquisition of ClearanceJobs.com assets		(478	)		(400	)
Acquisition of Targeted Job Fairs assets		—			(1,466	)
Purchases of marketable securities		(10,713	)		(4,802	)
Maturities and sales of marketable securities		2,640			13,876
Net cash provided by (used in) investing activities of continuing operations		(9,597	)		5,132
Cash flows from financing activities:
Issuance of common stock, net		3			—
Payments of principal on capital leases		(414	)		(61	)
Net cash used in financing activities of continuing operations		(411	)		(61	)
Net cash provided by operating activities of discontinued operations		259			632
Net cash used in investing activities of discontinued operations		(524	)		(250	)
Net cash provided by (used in) discontinued operations		(265	)		382
Net change in cash and cash equivalents for the period		3,744			21,995
Cash and cash equivalents, beginning of period		8,201			11,945
Cash and cash equivalents, end of period	$	11,945		$	33,940
Supplemental cash flow information:
Interest paid	$	44		$	15
Taxes paid	$	16		$	145

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

F-48

DICE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2005

NOTE 1—BASIS OF PRESENTATION AND COMPANY BACKGROUND

Business

Dice Inc. (“Dice” or the “Company”), a Delaware corporation, provides online recruiting and career development services. Dice provides services to hire, train and retain technology, engineering and security-cleared professionals through its two principal operating subsidiaries, Dice Career Solutions, Inc. (“DCSI”), which operates career management services businesses for technology, engineering and security-cleared professionals, and MeasureUp, Inc. (“MeasureUp”), a provider of certification test preparation and assessment products for technology professionals.

Basis of Presentation

The accompanying consolidated financial statements and related notes are presented as of and for the year ended December 31, 2004, and as of and for the eight-month period ended August 31, 2005. The results as of August 31, 2005 and for the eight month period ended August 31, 2005 include operating activity on August 31, 2005, but exclude the effects of the transaction described in Note 2 below, which were recorded as of the end of business on August 31, 2005. Accordingly, the accompanying consolidated financial statements do not include the effects of the transaction described in Note 2, including:

• equity contributions, use of Company cash and borrowings used to effect the transaction described in Note 2;

• allocation of the purchase price to identifiable tangible and intangible assets and assumed liabilities, with the excess being classified as goodwill;

• 75 options that were granted in June 2005, which were not effective until the closing of the transaction, and resulted in stock-based compensation costs of $512,700; and

• compensation costs associated with the change in control provision which is part of the Company’s stock option plan (see Note 9).

Capital Restructuring Plan

On February 14, 2003 (the “Petition Date”), Dice filed a voluntary petition (the “Petition”) under Chapter 11 of the United States Bankruptcy Code for the purpose of confirming its pre-arranged Joint Plan of Reorganization (the “Plan”) dated February 14, 2003. The Plan was confirmed by the Bankruptcy Court on June 24, 2003 (the “Confirmation Date”) and became effective as of the close of business on June 30, 2003 (the “Effective Date”).

The Plan eliminated all of the Company’s outstanding 7% Convertible Subordinated Notes due in 2005 in exchange for the issuance of 19,000 shares of Reorganized Dice Common Stock to the note holders. The Plan also provided for the 130 largest beneficial holders of old Dice stock to receive a pro rata allocation of 1,000 shares of Reorganized Dice Common Stock. In addition to their 5% ownership, holders of old Dice stock who received new common stock also received warrants to acquire an additional 8% of Reorganized Dice Common Stock. These warrants have an exercise price which would equate to an equity value for Reorganized Dice of $69.4 million in the aggregate. The Dice shareholders who were not among the 130 largest holders received a pro rata allocation of $50,000 in cash. Under the Plan, all of the Company’s previously outstanding capital stock and options were canceled effective as of the Effective Date.

As of August 31, 2005 (before the purchase transaction described in Note 2), the Company had completed the issuance of the 19,000 shares to the note holders and 927 shares issuable to holders of old Dice stock. The remaining 73 shares issuable to holders of old Dice stock are held by the Company on behalf of certain beneficial holders pending resolution of the identification and confirmation of their ownership of old Dice stock and their entitlement to any such shares.

F-49

DICE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

August 31, 2005

Fresh-Start Accounting

In connection with the Company’s filing for protection under Chapter 11 and with the emergence of Dice from Chapter 11 protection, the provisions outlined under the American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code,”( “SOP 90-7”) were applied. SOP 90-7 provides guidance with respect to accounting and classification of items while in bankruptcy and guidance with respect to financial reporting upon emergence from Chapter 11 (“Fresh-Start Accounting”). Upon applying Fresh-Start Accounting, a new reporting entity is deemed to be created, and the recorded amounts of assets and liabilities are adjusted to reflect their estimated fair values.

The consolidated balance sheet as of June 30, 2003 reflected reorganization adjustments related to the exchange of debt for equity by the note holders, the settlement of unsecured trade claims at amounts less than carrying value, and the adoption of Fresh-Start Accounting.

NOTE 2—ACQUISITION OF DICE INC.

On July 9, 2005, the Company entered into an Agreement and Plan of Merger (the “Agreement”) with Dice Holdings, Inc., a company formed by Quadrangle Group LLC, and its affiliates (collectively, “Quadrangle”), and General Atlantic Partners LLC, and its affiliates (collectively, “General Atlantic”). Under the terms of the Agreement, Dice Holdings, Inc. acquired all of the outstanding stock, warrants and stock options of the Company in exchange for a total of $197.0 million in cash, less certain transaction related costs resulting in net proceeds to the equity holders of Dice of approximately $196.8 million. The acquisition was financed by equity contributions of $111.8 million, the use of cash held by Dice totaling approximately $25.0 million, and borrowings of $60.0 million.

The transaction closed on August 31, 2005, at which time Dice Holdings, Inc. acquired all assets and assumed all liabilities of Dice, and Dice became a wholly-owned subsidiary of Dice Holdings, Inc. These financial statements do not include the effects of this transaction as described in Note 1.

NOTE 3—SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES

Principles of Consolidation

The consolidated financial statements include the accounts of Dice and its principal subsidiaries, DCSI, MeasureUp, EW Knowledge Products, Inc., and Dice India Holdings, Inc. (“Dice India”). All intercompany balances and transactions have been eliminated in consolidation.

Revenue Recognition

Dice generates revenue from the following sources:

Recruitment packages. Recruitment package revenues are derived from the sale to recruiters and employers a combination of job listings and access to a searchable database of candidates on the dice.com and clearancejobs.com websites. Revenue from customers buying a package of available job listings and access to the database is recognized ratably over the length of the underlying contract, typically one to twelve months. Revenue from the sale of classified job listings is recognized ratably over the term of the contract or the period of actual usage, if shorter.

Certification test preparation and assessment. MeasureUp revenues are derived from providing online certification test preparation and related products for technology professionals. Technology professionals preparing for certification exams use these products at training centers or individually online. Revenue

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DICE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

August 31, 2005

from MeasureUp’s online certification preparation products is recognized ratably over the useful life of the product purchased. Revenue from the sale of CD-ROM test preparation exams is recognized when the product is shipped.

Job fair booth rentals. Job fair revenues are derived from renting booth space to recruiters and employers. Revenue from these sales is recognized when the job fair is held. Certain customers purchase access to resumes obtained at these job fairs, which revenue is recognized on a per event basis over the period of the contract.

Cash and Cash Equivalents

All highly liquid investments with original maturities of three months or less are considered cash equivalents. Restricted cash is required for borrowing arrangements and security on leased property. Restricted cash totaled $567,000 and $596,000 as of December 31, 2004 and August 31, 2005, respectively.

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. At December 31, 2004 and August 31, 2005, the Company maintained balances in various banks in excess of the $100,000 balance insured by the Federal Deposit Insurance Corporation. The Company believes it is not exposed to any significant credit risk.

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 service credit allowances. Accounts receivable are stated net of allowances for doubtful accounts of $509,000 and $551,000 as of December 31, 2004 and August 31, 2005, respectively. During the year ended December 31, 2004 and the eight months ended August 31, 2005, one customer accounted for approximately 4.1% and 2.2% of revenue, respectively.

Allowance for Doubtful Accounts

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.

Marketable Securities

Dice’s marketable securities are comprised of U.S. government and agency securities and corporate debt securities with readily determinable quoted 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’ 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.

F-51

DICE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

August 31, 2005

Capitalized Software Costs

Capitalized software costs consist of costs to purchase and develop software for internal use. The Company capitalizes certain incurred software development costs in accordance with the AICPA issued Statement of Position No. 98-1, “Accounting for the Cost of Computer Software Developed or Obtained for Internal Use” (“SOP 98-1”). Costs incurred during the application-development stage for software bought and further customized by outside vendors for the Company’s use and software developed by a vendor for the Company’s proprietary use have been capitalized.

Website Development Costs

The Company capitalizes costs incurred in designing, developing, testing and implementing enhancements to its website. These costs are amortized over the enhancement’s estimated useful life, which is typically two years. Costs related to the planning and post-implementation phases of website development efforts are expensed as incurred.

Reorganization Value in Excess of Amounts Allocated to Identifiable Assets, Goodwill and Other Intangible Assets

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

Reorganization Value in Excess of Amounts Allocated to Identifiable Assets and Goodwill are not subject to amortization and are tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. The impairment test consists of a comparison of the fair value of the asset with its carrying amount. If the carrying amount exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess. After an impairment loss is recognized, the adjusted carrying amount of the asset is its new accounting basis.

Customer lists are amortized using the straight-line method over the expected period of benefit. Other intangible assets not amortized include brand and trade names and candidate databases. The carrying amount of intangibles will be reviewed on a regular basis for the existence of facts or circumstances, both internal and external that suggests impairment. The Company 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.

Advertising Costs

The Company expenses advertising costs as they are incurred. Advertising expense for the year ended December 31, 2004 and the eight months ended August 31, 2005 was $5.8 million and $5.6 million, respectively.

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

F-52

DICE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

August 31, 2005

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 net operating loss carryforwards.

Fair Value of Financial Instruments

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, and capital lease obligations approximate their fair values.

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 services by 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 as of 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.

Stock-Based Compensation

Dice applies Accounting Principles Board’s Opinion No. 25, “Accounting for Stock-Issued to Employees” (“APB No. 25”) 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”). Under APB No. 25, generally, no compensation expense was recognized in connection with the awarding of stock option grants to employees provided that, as of the grant date, all terms associated with the award are fixed and the market price of the stock is equal to or less than the amount an employee must pay to acquire the stock as defined. In instances where Dice did not award stock options with a grant price equal to or greater than the value of Dice’s common stock, Dice recorded compensation costs and related income tax effects in its Consolidated Statements of Operations based on the intrinsic value of the award.

F-53

DICE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

August 31, 2005

Had compensation expense for options granted to employees under the option plan been determined based on the fair value method prescribed by SFAS 123, our net income and net income per share would have been adjusted to the pro forma amounts below (in thousands, except per share data):

	2004			2005
Net income, as reported	$	1,802		$	5,865
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects		70			47
Deduct: Total stock-based employee compensation expense under the fair value based method for all awards, net of related tax effects		(431	)		(341	)
Net income, pro forma	$	1,441		$	5,571
Net income per share:
As reported—basic	$	90.13		$	293.35
Pro forma—basic		72.08			278.65
As reported—diluted		84.85			262.28
Pro forma—diluted		69.13			250.93

For purposes of pro forma disclosures, the estimated fair value of the options is assumed to be expensed over the options’ vesting periods. For purposes of the above pro forma calculation, the value of each option granted through August 31, 2005 was estimated on the date of grant using the Black-Sholes pricing model with the following weighted-average assumptions:

	2004			2005
Risk-free interest rate		3.6	%		4.1	%
Expected volatility		45.4	%		42.7	%
Expected life (in years)		3			3
Dividend yield		—			—
Weighted average estimated fair value of options granted during the period	$	569		$	2,881

Comprehensive Income

FAS 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 the only item of comprehensive income (loss) relates to its unrealized gain (loss) on marketable securities available-for-sale. The following table summarizes the components of other comprehensive income as of August 31, 2005 and December 31, 2004 (in thousands):

	December 31, 2004								August 31, 2005
	Before tax			Tax effect		Net of Tax			Before tax			Tax effect		Net of Tax
Securities available for sale:
Net unrealized gains (losses) arising during the year	$	(66	)	$	—	$	(66	)	$	62		$	—	$	62
Reclassification of gains (losses) included in net income		3			—		3			(2	)		—		(2	)
Net unrealized gains (losses) arising during the year		(63	)		—		(63	)		60			—		60
Other comprehensive income (loss)	$	(63	)	$	—	$	(63	)	$	60		$	—	$	60

F-54

DICE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

August 31, 2005

Investment in Variable Interest Entity

In September 2004, Dice India entered into an agreement with CyberMedia (India) Limited (“CyberMedia”), a leading publisher of content for technology professionals in India, to form CyberMedia Dice. CyberMedia Dice was formed to launch an online technology job board for the posting of technology-related jobs based in India.

Under the terms of the agreement, the Company invested $500,000 in cash and made certain technology available to the joint venture in consideration for which Dice India has a 51% equity ownership of the joint venture. CyberMedia contributed certain assets of its existing job board and access to its media properties for promotional purposes in exchange for 49% of the equity in the joint venture. The board of directors is initially comprised of two members from each partner. Certain actions of the board of directors require unanimous consent of all the directors.

In April, 2005, CyberMedia Dice entered into an equipment finance agreement under which it borrowed approximately $100,000. The agreement calls for interest only payments for the first three months, and then equal monthly installments of $4,000. The interest rate on the loan is 12% per annum. The loan is secured by the technology hardware purchased with the proceeds. The outstanding amount as of August 31, 2005 is $64,000 and is included in other liabilities.

The job board launched in April 2005. The Company determined CyberMedia Dice to be a variable interest entity as it did not have sufficient equity at risk to finance their operations. CyberMedia Dice funded its operations through the cash contributions received from CyberMedia and the Company. The Company was determined to be the primary beneficiary as it is expected to absorb the majority of the expected losses as well as receive a majority of the expected residual returns. Accordingly, Dice has consolidated CyberMedia Dice with CyberMedia’s 49% interest reflected as minority interest.

Net Income (Loss) per Common and Common Equivalent Share

The Company follows FASB Statement No. 128, “Earnings Per Share”. Basic EPS is calculated by dividing income allocable to common shareholders by the weighted average number of shares outstanding. The company calculates diluted EPS under the treasury stock method unless the exercise of the stock options is anti-dilutive to basic EPS. The following table reconciles basic and diluted earnings per share (in thousands except share and per share data):

	2004		2005
Income available to common stockholders from continuing operations—basic and diluted	$	1,641	$	5,997
Income available to common stockholders from discontinued operations—basic and diluted	$	161	$	(132	)
Weighted average shares outstanding—basic		19,993		19,993
Add shares issuable upon exercise of stock options		1,245		2,369
Weighted average shares outstanding—diluted		21,238		22,362
Basic earnings (loss) per share:
From continuing operations	$	82.08	$	299.95
From discontinued operations		8.05		(6.60	)
	$	90.13	$	293.35
Diluted earnings (loss) per share:
From continuing operations	$	77.27	$	268.88
From discontinued operations		7.58		(5.90	)
	$	84.85	$	262.98

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DICE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

August 31, 2005

NOTE 4—ACQUISITIONS

ClearanceJobs.com

In September 2004, the Company acquired substantially all of the assets of ClearanceJobs.com, the premier online job board focused exclusively on candidates with active U.S. Government security clearances. Total consideration consisted of $400,000 in cash at closing, plus a contingent payment based on billings achieved during the five-month period subsequent to closing, to a maximum of $400,000 in additional consideration. The contingent consideration of $400,000 was paid in 2005. The Company also entered into a non-compete agreement with the founders for a two-year period in exchange for a total of $50,000, payable over the two-year period.

Substantially the entire purchase price of $878,000, including transaction costs of $78,000, was allocated to intangible assets.

Targeted Job Fairs

In January 2005, the Company acquired substantially all of the assets of Targeted Job Fairs, LLC, a leading operator of job fairs and career-related expositions focused primarily on candidates with active U.S. Government security clearances. Total consideration consisted of $1.1 million paid in cash at closing and contingent payments based on the attainment of certain financial targets for the year ended December 31, 2005, up to an aggregate of $1.5 million in additional consideration.

Based on the results of operation to date, the Company has paid out $366,000 of the additional consideration as of August 31, 2005, and expects to ultimately pay the full $1.5 million.

Substantially all of the purchase price was allocated to intangible assets.

NOTE 5—MARKETABLE SECURITIES

Dice’s marketable securities are stated at fair value. The following table shows the cost, unrealized loss and fair value of Dice’s marketable securities as of December 31, 2004 and August 31, 2005 (in thousands):

	December 31, 2004
	Maturity	Cost		Unrealized Loss			Fair Value
Corporate debt securities	Within One Year	$	104	$	(1	)	$	103
U S. Government and agencies	Within One Year		2,277		(14	)		2,263
U.S. Government and agencies	Over One Year		8,299		(52	)		8,247
Total		$	10,680	$	(67	)	$	10,613
	August 31, 2005
	Maturity	Cost		Unrealized Loss			Fair Value
Corporate debt securities	Within One Year	$	101	$	—		$	101
U S. Government and agencies	Within One Year		800		(4	)		796
U.S. Government and agencies	Over One Year		700		(3	)		697
Total		$	1,601	$	(7	)	$	1,594

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DICE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

August 31, 2005

NOTE 6—FIXED ASSETS

Fixed assets consist of the following as of December 31, 2004 and August 31, 2005 (in thousands):

	2004			2005
Computer equipment and software	$	2,582		$	4,400
Computer equipment acquired under capital leases		853			118
Furniture and fixtures		539			539
Leasehold improvements		840			844
Capitalized website development costs		1,125			1,344
		5,939			7,245
Less: accumulated depreciation and amortization		(3,770	)		(3,990	)
Fixed assets, net	$	2,169		$	3,255

Depreciation and amortization of fixed assets for the year ended December 31, 2004 and the eight months ended August 31, 2005, which includes amortization of assets recorded under capital leases, totaled approximately $2.0 million and $1.0 million, respectively. The accumulated amortization of assets under capital leases as of December 31, 2004 and August 31, 2005 was $650,000 and $85,000, respectively.

NOTE 7—INTANGIBLE ASSETS

Under FAS 142, goodwill and intangible assets deemed to have indefinite lives are no longer amortized, but are subject to annual impairment tests. Other intangible assets continue to be amortized over their useful lives.

Customer Lists are amortized on a straight-line basis over their estimated useful lives of two to five years. Amortization expense for the year ended December 31, 2004 and the eight months ended August 31, 2005 was $1.4 million and $1.2 million, respectively.

Intangible assets, net, consist of the following as of December 31, 2004 and August 31, 2005 (in thousands):

	2004			2005
Brand Names	$	8,190		$	7,206
Customer Lists		6,906			6,395
Candidate Database		3,841			3,829
		18,937			17,430
Accumulated Amortization		(2,041	)		(3,273	)
Intangible Assets, net	$	16,896		$	14,157
Reorganization Value In Excess of Amounts Allocated to Identifiable Assets	$	357		$	—
Goodwill	$	314		$	1,941

Reorganization value in excess of amounts allocated to identifiable assets was reduced by $5.8 million in 2004 and $4 million in 2005 as a result of changes in deferred taxes relating to the usage of net operating loss carryforwards generated prior to the Effective Date. Other intangible assets were reduced by $2.6 million in 2005. The entire $3.0 million in 2005 was recognized as a deferred tax expense in 2005. Of the 2004 amount, $2.2 million was recognized as deferred tax expense in 2004 and $3.6 million results from an estimate of future

F-57

DICE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

August 31, 2005

offsets to taxable income by net operating loss carryforwards. Additional benefits realized from net operating loss carryforwards generated prior to the Effective Date will continue to reduce other intangibles until those assets are exhausted. Thereafter, those benefits will be recorded as additions to additional paid-in capital.

NOTE 8—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 operating leases as of August 31, 2005 are as follows (in thousands):

	Operating Leases
2005	$	221
2006		587
2007		488
2008		466
2009		328
2010 and thereafter		517
Total minimum payments	$	2,607

Rent expense was $561,000 and $425,000 for the year ended December 31, 2004 and the eight months ended August 31, 2005, respectively.

Restricted Cash and Letters of Credit

As of August 31, 2005, Dice has $467,000 in standby letters of credit that collateralize facility lease agreements. Restricted cash collateralizes such standby letters of credit.

Litigation

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

NOTE 9—STOCKHOLDERS’ EQUITY

Preferred Stock

The Company’s Certificate of Incorporation provides for the authorization of the Board of Directors at its discretion to issue up to 20,000 shares of preferred stock with no par value. At the time of issuance, the Board of Directors will have discretion as to the designation of each issuance, voting rights, dividend rights and rates, if any, redemption price and liquidation preference, among other provisions.

No shares of preferred stock have been issued.

F-58

DICE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

August 31, 2005

Common Stock

In accordance with the Plan, a total of 40,000 shares of Reorganized Dice Common Stock were authorized. Pursuant to the Plan, 20,000 shares were issued, 1,600 shares were reserved for issuance under the warrants, and 3,530 shares were reserved for issuance under a new stock option plan. None of these shares were registered under the Securities Act of 1933.

The holders of Dice common stock, warrants and options have certain “Tag Along Rights,” under which the holder has the right (but not the obligation) to elect to participate in any sale in one or more transactions of stock or warrants representing in the aggregate more than fifty percent (50%) of Dice equity. If one or more Tag Along Rightholders exercises his or their rights, the number of shares that the selling holder may sell will be reduced by an amount equal to the percentage of equity held by the participating rightholders and each participating rightholder will be entitled to sell up to its pro rata portion of the number of shares being made available for sale. The Tag Along Rights do not apply to certain transfers described in the Company’s Certificate of Incorporation.

Holders of Dice common stock and warrants desiring to sell, in one or more transactions, more than fifty percent (50%) of Dice equity will have the right (but not the obligation) to elect to compel all other Dice equityholders to sell all of their Dice equity in such transaction(s) (“Drag Along Rights”). If the Drag Along Rights are exercised, each Dice equityholder will be obligated to sell all of his Dice equity together with the sale by the Drag Along Rightholders upon the same terms and conditions.

Stock Option Plan

In conjunction with the emergence from protection under Chapter 11, the Company adopted the 2003 Stock Option Plan (the “Stock Option Plan”). Under the Stock Option Plan, options may be granted to employees and directors to purchase up to an aggregate of 3,530 shares of the Company’s common stock. Options granted under the Stock Option Plan may be options that are intended to qualify as incentive stock options and options that are not intended to so qualify. The Board of Directors or the compensation committee of the board determines the exercise price and other conditions as specified in the Stock Option Plan; provided that, for incentive stock options, the exercise price shall not be less than 100% of the fair market value of common stock at the date of grant. No option shall have a term in excess of seven (7) years. The options vest at a rate of 10% every three (3) months until fully vested. If incentive stock options are granted to a person possessing more than 10% of the combined voting power or value of all classes of stock of the Company, the exercise price shall not be less than 110% of the Company’s common stock fair market value on the date of grant. Options become fully exercisable upon a change of control of the Company.

As of June 30, 2003, a total of 3,175 options were granted at an exercise price of $1,350 per share. The equity value of the Company was determined to be $35.0 million as of the Effective Date based on a reorganization value of $35.8 million. An independent valuation of the shares represented by the stock options was performed as of June 30, 2003 in order to determine the fair value of those shares subject to option exercise. That valuation determined that the value of the shares subject to option should be based on a total equity value of $28.3 million. Therefore, the exercise price of the options granted as of June 30, 2003 are deemed to have been issued at below the market value of the underlying stock. As a result, the Company incurred a non-cash deferred stock compensation charge of $175,000 that will be amortized over the vesting term of the options through December 2005. The charge was calculated as the difference between the exercise price and the value of Dice common stock at the time of the grant, multiplied by the number of options granted. Non-cash charges of $70,000 and $47,000 were recognized during the year ended December 31, 2004 and the eight months ended August 31, 2005, respectively.

F-59

DICE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

August 31, 2005

During the year ended December 31, 2004, an additional 195 options were granted at exercise prices ranging from $2,000 – $2,400 per share and during the eight-month period ended August 31, 2005, a total of 135 options were granted at exercise prices ranging from $1,350 – $4,700. The exercise prices on the dates of grant were deemed to be the fair market value of the shares at the time of each issuance, except for 75 options granted in June 2005 that were issued at an exercise price below fair market value and with a measurement date effective upon the close of the transaction described in Note 2. See Note 1 for compensation costs associated with these options.

The following table summarizes information about stock options granted and forfeited for the year ended

December 31, 2004 and the eight months ended August 31, 2005:

	Option Shares		Weighted Average Exercise Price
Options outstanding—December 31, 2003	3,295		$	1,365
Options granted during 2004	195		$	2,204
Options cancelled or forfeited during 2004	(95	)	$	1,555
Options outstanding—December 31, 2004	3,395		$	1,407
Options granted during 2005	135		$	2,661
Options outstanding—August 31, 2005	3,530		$	1,455

The following table summarizes information about stock options outstanding and exercisable as of August 31, 2005:

	Options Outstanding				Options Exercisable
Exercise Price	Options Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Shares Exercisable	Weighted Average Exercise Price
$1,350	3,185	5.00	$	1,350	2,488	$	1,350
$1,750	120	5.25	$	1,750	84	$	1,750
$2,000	60	5.75	$	2,000	30	$	2,000
$2,250	15	6.00	$	2,250	6	$	2,250
$2,400	90	6.25	$	2,400	27	$	2,400
$3,900	30	6.50	$	3,900	6	$	3,900
$4,700	30	6.50	$	4,700	3	$	4,700
	3,530	5.08	$	1,455	2,644	$	1,392

As of August 31, 2005, Dice had reserved 3,530 shares of common stock for the exercise of options, none of which are available for future grants.

F-60

DICE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

August 31, 2005

NOTE 10—INCOME TAXES

The components of the deferred tax asset as of December 31, 2004 and August 31, 2005 consist of the following (in thousands):

	2004			2005
Net operating loss carryforward	$	26,084		$	21,963
Depreciation and write-off of fixed assets		1,445			1,285
Provision for uncollectible accounts		232			232
Provision for accrued expenses and other, net		104			124
Current AMT tax credit		101			295
Deferred tax asset		27,966			23,899
Less: valuation allowance		(24,341	)		(21,121	)
Deferred tax asset, net	$	3,625		$	2,778

Tax expense for the periods ended December 31, 2004 and August 31, 2005 is as follows (in thousands):

	2004			2005
Current tax expense (benefit)	$	(5	)	$	282
Deferred tax expense		2,167			3,873
Income tax expense	$	2,162		$	4,155

A reconciliation of the federal statutory rate to the effective tax rate on continuing operations applicable to income before income tax expense follows:

	2004		2005
Federal statutory rate	35.0	%	35.0	%
Permanent differences	11.7	%	4.0	%
State taxes, net of federal benefits	4.7	%	0.0	%
Other	5.4	%	2.9	%
Effective tax rate	56.8	%	41.9	%

As of August 31, 2005, Dice has a net operating loss carryforward for federal income tax purposes of approximately $56.3 million. The carryforwards will begin to expire in 2011 if not used. The net deferred tax asset has been partially reserved due to the uncertainty of Dice’s ability to realize this asset in the future.

Due to the transaction described in Note 2, the amount and availability of the net operating loss carryforwards may be subject to annual limitations set forth by the Internal Revenue Code. Factors such as the number of shares ultimately issued within a three-year look-back period; whether there is deemed to be a more than 50 percent change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of the carryforwards.

Benefits realized from net operating loss carryforwards generated prior to the Effective Date will reduce reorganization value in excess of amounts allocated to identifiable assets and other intangible assets until those assets are exhausted. Thereafter, those benefits will be recorded as additions to additional paid-in capital.

F-61

DICE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

August 31, 2005

NOTE 11—EMPLOYEE SAVINGS PLAN

Dice has a savings plan (the “Savings Plan”) that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the Savings Plan, participating employees may defer a portion of their pretax earnings, up to the Internal Revenue Service annual contribution limit. For the year ended December 31, 2004 and the eight months ended August 31, 2005, Dice contributed $244,000 and $259,000, respectively, to match employee contributions to the Savings Plan.

NOTE 12—SEGMENT INFORMATION

Dice has identified one reportable segment: DCS Online. In addition to this reportable segment, the Company has other businesses and activities that individually are not more than 10% of consolidated revenues, net income, or total assets. These include Targeted Job Fairs and Dice India and are reported in the “Other” category. The following table shows the segment information for the periods ended December 31, 2004 and August 31, 2005 (in thousands):

	2004		2005
Revenues:
DCS Online	$	32,232	$	32,553
Other		—		1,323
Total revenues	$	32,232	$	33,876
Depreciation:
DCS Online	$	2,030	$	955
Other		—		35
Total depreciation	$	2,030	$	990
Amortization:
DCS Online	$	1,378	$	962
Other		—		286
Total amortization	$	1,378	$	1,248
Net income:
DCS Online	$	1,641	$	5,747
Other		—		26
Minority interest in net loss of subsidiary		—		224
Income from continuing operations	$	1,641	$	5,997
Income (loss) from discontinued operations		161		(132	)
Net income	$	1,802	$	5,865
Total assets:
DCS Online	$	50,154	$	60,009
Other		—		3,029
Assets of discontinued operations		1,936		1,524
Total assets	$	52,090	$	64,562
Capital expenditures:
DCS Online	$	1,046	$	1,749
Other		—		327
Total capital expenditures	$	1,046	$	2,076

F-62

DICE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

August 31, 2005

The following table shows the change in the carrying amount of goodwill by reportable segment for the periods ended December 31, 2004 and August 31, 2005 (in thousands):

	DCS Online		Other		Total
Balance, January 1, 2004	$	314	$	—	$	—
Goodwill from acquisitions		—		—		314
Balance, December 31, 2004		314		—		314
Goodwill from acquisitions		25		1,602		1,627
Balance, August 31, 2005	$	339	$	1,602	$	1,941

NOTE 13—DISCONTINUED OPERATIONS

The Company provided certification test preparation and assessment products for technology professionals through its subsidiary, MeasureUp. In February 2007, the Company decided to abandon the MeasureUp business after assessing the long-term economic viability of MeasureUp in light of its projected operating losses and the lack of an operational or strategic fit with the Company’s core business, and after unsuccessfully attempting to sell the business. All significant business activities of MeasureUp ceased on March 30, 2007. Accordingly, the Company now reflects the related assets, liabilities, and results of operations from this segment as discontinued operations for all periods presented. Expenses that are not directly identified to MeasureUp or are considered corporate overhead have not been allocated to this segment in arriving at results from discontinued operations. Summary results of operations for the former MeasureUp operating segment were as follows:

	2004		2005
Revenues	$	3,602	$	2,186
Operating expenses:
Cost of revenues		428		306
Product development		1,213		766
Sales and marketing		991		775
General and administrative		475		322
Depreciation		228		238
Total operating expenses		3,335		2,407
Operating income (loss)		267		(221	)
Income tax expense (benefit)		106		(89	)
Income (loss) from discontinued operations	$	161	$	(132	)

The assets and liabilities of MeasureUp were as follows (in thousands):

	2004		2005
Cash	$	534	$	279
Accounts receivable, net of allowance for doubtful accounts of $57 and $56		382		225
Prepaid and other current assets		108		121
Current assets of discontinued operations	$	1,024	$	625
Fixed assets, net	$	474	$	486
Intangible assets, net		430		413
Other assets		8		—
Non-current assets of discontinued operations	$	912	$	899
Accounts payable and accrued expenses	$	302	$	398
Deferred revenue		350		469
Current liabilities of discontinued operations	$	652	$	867

F-63

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders of eFinancialGroup Limited:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of profit and loss, of total recognized gains and losses and cash flows present fairly, in all material respects, the financial position of eFinancialGroup Limited and its subsidiaries as at 31 December 2005 and 31 October 2006, and the results of their operations and their cash flows for each of the two years in the period ended 31 December 2005 and the ten month period ended 31 October 2006, in conformity with accounting principles generally accepted in the United Kingdom. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America. 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, 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.

Accounting principles generally accepted in the United Kingdom, vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 21 to the consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

London, United Kingdom

4 April 2007

F-64

eFINANCIALGROUP LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT

(in thousands £)

		For the year ended December 31,				For the period ended October 31, 2006
	Note	2004		2005
Turnover—Continuing operations		3,528		6,848		9,872
Turnover—Discontinued operations		7,919		9,697		9,978
Total turnover	2	11,447		16,545		19,850
Staff costs	5	(6,415	)	(8,728	)	(11,254	)
Depreciation & amortisation of goodwill		(203	)	(232	)	(215	)
Other operating charges		(4,512	)	(6,330	)	(7,551	)
Group operating profit/loss—Continuing operations		(89	)	939		365
Group operating profit—Discontinued operations		406		316		465
Total Group operating profit	3	317		1,255		830
Non-operating exceptional items	6	(207	)	—		24,594
Interest receivable and similar income	7	23		56		144
Profit on ordinary activities before taxation		133		1,311		25,568
Tax on profit on ordinary activities	8	568		395		(316	)
Profit on ordinary activities after taxation		701		1,706		25,252

STATEMENT OF TOTAL RECOGNIZED GAINS AND LOSSES

(in thousands £)

	For the year ended December 31,				For the     period ended     October 31,
	2004		2005		2006
Profit for the period	701		1,706		25,252
Purchase of shares from existing shareholders by ESOP trust	(208	)	—		—
Exchange adjustments on translation of reserves of overseas subsidiaries	8		(12	)	(8	)
	501		1,694		25,244

There are no material differences between historical cost profits and losses and those shown above.

The accompanying Notes are an integral part of these financial statements.

F-65

eFINANCIALGROUP LIMITED

CONSOLIDATED BALANCE SHEETS

(in thousands £)

	Note	December 31, 2005		October 31, 2006
Fixed assets
Intangible fixed assets	9	1,556		1,483
Tangible fixed assets	10	390		432
		1,946		1,915
Current assets
Debtors	12	4,193		36,399
Deferred taxation asset	8	907		591
Cash at bank and in hand		3,387		1,502
		8,487		38,492
Creditors: amounts falling due within one year	13	(6,438	)	(9,564	)
Net Current Assets		2,049		28,928
Net Assets		3,995		30,843
Called up share capital	14	2,956		3,139
Share premium	15	5,564		6,484
Profit and loss account	15	(4,525	)	21,220
Equity shareholders’ funds	16	3,995		30,843

The accompanying Notes are an integral part of these financial statements.

F-66

eFINANCIALGROUP LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands £)

		For the year ended December 31,				For the period ended   October 31, 2006
	Note	2004		2005
Net cash (outflow)/ inflow from operating activities	17	704		2,363		(2,947	)
Returns on investments and servicing of finance
Interest received		23		56		143
Taxation
UK corporation tax received		56		—		—
Capital expenditure
Purchase of tangible fixed assets		(205	)	(304	)	(184	)
Net cash inflow before financing		578		2,115		(2,988	)
Financing
Purchase of shares from existing shareholders by employee benefit trust	14	(208	)	—		—
Issue of ordinary share capital	14	5		60		1,103
Increase/ (decrease) in cash in the period	18	375		2,175		(1,885	)

The accompanying Notes are an integral part of these financial statements.

F-67

eFINANCIALGROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 AND OCTOBER 31, 2006 AND

FOR THE YEARS ENDED DECEMBER 31, 2004 and 2005 AND FOR THE PERIOD FROM

JANUARY 1, 2006 THROUGH OCTOBER 31, 2006

1    ACCOUNTING POLICIES

Basis of preparation

eFinanicalGroup Limited (the “Company” or “Group”) was incorporated on September 14, 2004 and was dormant until the acquisition of all the issued and outstanding shares of eFinancialNews Limited and its subsidiary eFinancialCareers Limited on January 1, 2005. No trading had occurred in the Company prior to January 1, 2005. The information included in these financial statements prior to January 1, 2005 represents the trading and other activities of eFinancialNews Limited, which includes the operating results of eFinancialNews and eFinancialCareers prior to January 1, 2005.

These financial statements do not represent the Company’s UK statutory financial statements and do not comply with UK Company’s law in all respects. A copy of the Company’s individual UK statutory financial statements is filed for public consumption with the UK Company’s House.

The principal activity of the Company is online recruitment and publishing.

Basis of accounting

These financial statements have been prepared in accordance with accounting principles generally accepted in the United Kingdom (“UK GAAP”). The financial statements are prepared under the historical cost convention in accordance with applicable accounting standards.

Discontinued operations

On the basis of an agreement signed on September 27, 2006, the shareholders agreed to sell the subsidiary eFinancialNews Limited (the publishing business). This transaction was completed on November 8, 2006 however as effective control of the entity had passed prior to October 31, 2006 under the terms of FRS 2 “Accounting for Subsidiary Undertakings” this disposal is accounted for within the period to October 31, 2006.

The profit on sale comprises consideration of a receivable of £22 million and the assumption of £5.5 million of loan payable to eFinancialNews Limited, less the book value of the investment held of £2.9 million and is recognised in the period as an exceptional item (note 6) and as part of Other debtors (note 12).

Turnover

Turnover, which is stated net of VAT and trade discounts, represents gross amounts invoiced to clients in respect of newspaper sales, newspaper subscriptions, website subscriptions for job postings, advertising and other related services. Revenue earned from subscriptions is recognised over the period to which the subscription relates with paid but unearned subscriptions being recorded as deferred income. Advertising revenue is recognised at the date of publication.

Tangible fixed assets and depreciation

Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the costs less estimated residual value of each asset over its expected useful life, as follows:

Land and building leasehold improvements	Straight line over the life of the lease
Plant and machinery	3 years straight line
Fixtures, fittings & equipment	3 - 5 years straight line

F-68

eFINANCIALGROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

AS OF DECEMBER 31, 2005 AND OCTOBER 31, 2006 AND

FOR THE YEARS ENDED DECEMBER 31, 2004 and 2005 AND FOR THE PERIOD FROM

JANUARY 1, 2006 THROUGH OCTOBER 31, 2006

Goodwill

Goodwill is calculated as the difference between the purchase consideration and the aggregate of net assets (or liabilities) of separable assets acquired on a fair value basis and is capitalised and amortised on a straight line basis over its estimated useful life. Goodwill arising on the acquisition of jobsinthemoney.com is being amortised over 20 years.

Deferred taxation

UK corporation tax is provided at amounts expected to be paid (or recovered) using tax rates and laws that have been enacted, or substantially enacted, at the balance sheet date.

Deferred taxation is accounted for in line with FRS 19 “Deferred Taxation”, and is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred. Deferred tax is measured on a non-discounted basis at the average tax rate anticipated for the periods in which the timing differences are expected to reverse.

Foreign Currency Translation

The functional currency of the Company is sterling, as the majority of operational transactions are denominated in sterling. Results of subsidiaries with a functional currency other than sterling are translated using the average rate of exchange ruling over the period. Closing assets and liabilities are translated at the exchange rate ruling at year end. The differences between retained profits of subsidiaries translated at average and closing rates of exchange are taken to reserves via the statement of total recognised gains and losses.

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period end rates of exchange are recognised in the profit and loss account.

Operating leases

The cost of operating leases is charged on a straight line basis over the lease term.

Share options

Share options are accounted for in line with FRS 20 “Share-based Payments” as of January 1, 2006. Compensation expense is realized over the vesting period of the share options based on the fair value determined at the grant date. Modifications to the options result in the options being revalued. Prior to January 1, 2006, share options were accounted for in line with UITF Abstract 17. Abstract 17 required a charge against profits based on the intrinsic value at grant date, which resulted in expense of nil for 2005.

F-69

eFINANCIALGROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

AS OF DECEMBER 31, 2005 AND OCTOBER 31, 2006 AND

FOR THE YEARS ENDED DECEMBER 31, 2004 and 2005 AND FOR THE PERIOD FROM

JANUARY 1, 2006 THROUGH OCTOBER 31, 2006

2    TURNOVER

An analysis of turnover by destination is shown below:

	year ended December 31, 2004	year ended December 31, 2005	period ended October 31, 2006
	£ ’000	£ ’000	£ ’000
UK	8,959	12,449	14,159
European Union	681	1,148	2,064
North America	1,807	2,948	3,627
	11,447	16,545	19,850

Turnover is split by continuing and discontinued operations on the face of the profit and loss account. The results relating to the publishing business are shown as discontinued operations on Page 2. All results relating to the online recruitment business are shown as continuing operations on Page 2.

Net assets by business segment are shown below:

	December 31, 2005	October 31 2006
	£ ’000	£ ’000
Publishing	2,222	6,300
Online recruitment	1,773	24,543
	3,995	30,843

The net assets of the online recruitment business includes a receivable related to the sale of the publishing business as described in Note 1.

3    OPERATING PROFIT

The Group operating profit is stated after charging/ (crediting):

	year ended December 31, 2004	year ended December 31, 2005		period ended October 31, 2006
	£ ’000	£ ’000		£ ’000
Included within other operating charges:
Loss on disposal of tangible fixed assets	17	1		—
Auditors’ remuneration
—audit services	15	25		21
—non audit services	15	15		13
Operating lease charges—land and buildings	147	198		135
Foreign exchange profits (losses)	8	(12	)	(8	)
Included within depreciation and amortization of goodwill:
Depreciation of tangible assets	117	144		142
Amortization of goodwill	86	88		73

Non-audit services relate to corporate tax compliance fees.

F-70

eFINANCIALGROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

AS OF DECEMBER 31, 2005 AND OCTOBER 31, 2006 AND

FOR THE YEARS ENDED DECEMBER 31, 2004 and 2005 AND FOR THE PERIOD FROM

JANUARY 1, 2006 THROUGH OCTOBER 31, 2006

4    DIRECTORS’ EMOLUMENTS

	2004	2005	2006
	£ ’000	£ ’000	£ ’000
Aggregate emoluments	347	864	1,846
Highest paid director:
Aggregate emoluments	125	167	1,137

There are no Directors for whom retirement benefits are accruing under money purchase pension schemes.

5    EMPLOYEE INFORMATION

Staff costs (including Directors) are as follows:

	year ended December 31, 2004	year ended December 31, 2005	period ended October 31, 2006
	£ ’000	£ ’000	£ ’000
Wages and salaries	5,854	7,947	10,175
Social security costs	561	781	1,079
	6,415	8,728	11,254

The average number of persons (including Directors) employed by the Group during the year/period was:

	2004	2005	2006
	number	number	number
eFinancial News	102	102	133
eFinancialCareers	23	65	81
	125	167	214

6    EXCEPTIONAL ITEMS

	year ended December 31 2004		year ended December 31 2005	period ended October 31 2006
	£ ’000		£ ’000	£ ’000
Professional fees relating to the restructuring of the Company	(22	)	—	—
Gain on sale of eFinancial News Limited	—		—	24,594
Redundancy fees relating to:
Reorganisation of the publishing business	(125	)	—	—
Reorganisation of management structure in jobsinthemoney.com	(60	)	—	—
	(207	)	—	24,594

F-71

eFINANCIALGROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

AS OF DECEMBER 31, 2005 AND OCTOBER 31, 2006 AND

FOR THE YEARS ENDED DECEMBER 31, 2004 and 2005 AND FOR THE PERIOD FROM

JANUARY 1, 2006 THROUGH OCTOBER 31, 2006

7    INTEREST RECEIVABLE AND SIMILAR INCOME

	year ended December 31, 2004	year ended December 31, 2005	period ended October 31, 2006
	£ ’000	£ ’000	£ ’000
Interest receivable and similar income	23	56	144

8    TAX ON PROFIT ON ORDINARY ACTIVITIES

a) Analysis of credit for the year

	year ending December 31, 2004		year ending December 31, 2005		period ending October 31, 2006
	£ ’000		£ ’000		£ ’000
Current tax:
Adjustments in respect of prior periods	(56	)	—		—
Total current tax	(56	)	—		—
Deferred tax:
Origination and reversal of timing differences in current year	(512	)	(395	)	(26	)
Derecognition of deferred tax asset	—		—		72
Adjustment to prior year deferred tax	—		—		270
Tax on profit on ordinary activities	(568	)	(395	)	316

b) Factors affecting tax charge for the year

	year ending December 31, 2004		year ending December 31, 2005		period ending October 31, 2006
	£ ’000		£ ’000		£ ’000
Group profit on ordinary activities before tax	133		1,311		25,568
Charge on Group profit on ordinary activities before tax at UK Corporation tax rate of 30% for all periods presented	40		393		7,668
Accelerated capital allowances	(102	)	(5	)	(19	)
Short-term timing differences	—		—		(127	)
Prior periods tax losses utilised	(26	)	(421	)	171
Permanent differences	26		33		(304	)
Exceptional items	62		—		(7,378	)
Adjustments in respect of prior periods	(56	)	—		(11	)
Total tax charge for the year	(56	)	—		—

c) Factors that may affect future tax charges:

Tax losses as at October 31, 2006 amounted to £2,156,000 which are likely to reduce future tax payments by the individual entities by £647,000. The Directors consider all the tax losses to be recoverable against future profits of the Group and have recognised a deferred asset for the full amount in the financial statements. There are no unprovided deferred tax balances.

F-72

eFINANCIALGROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

AS OF DECEMBER 31, 2005 AND OCTOBER 31, 2006 AND

FOR THE YEARS ENDED DECEMBER 31, 2004 and 2005 AND FOR THE PERIOD FROM

JANUARY 1, 2006 THROUGH OCTOBER 31, 2006

d) Deferred tax assets relate to the following:

	December 31 2005	October 31 2006
	£ ’000	£ ’000
Accumulated losses	907	647
Capital allowances	—	71
Sundry timing differences	—	(127	)
Deferred tax asset	907	591

9    INTANGIBLE FIXED ASSETS

On September 19, 2003, the Group acquired 100% of the issued share capital of JobsintheMoney.com, Inc. The difference between the consideration paid and the fair value of net assets acquired of £1,755,674 was recognised as goodwill which is being amortised over a 20 year period. Amortisation of goodwill for the period is as follows:

	£ ’000
Cost
As at January 1, 2005	1,756
Additions	—
As at December 31, 2005	1,756
Additions	—
As at October 31, 2006	1,756
Amortisation
As at January 1, 2005	112
Amortised during the year	88
As at December 31, 2005	200
Amortised during the period	73
As at October 31, 2006	273
Net book value
As at December 31, 2005	1,556
As at October 31, 2006	1,483

F-73

eFINANCIALGROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

AS OF DECEMBER 31, 2005 AND OCTOBER 31, 2006 AND

FOR THE YEARS ENDED DECEMBER 31, 2004 and 2005 AND FOR THE PERIOD FROM

JANUARY 1, 2006 THROUGH OCTOBER 31, 2006

10    TANGIBLE FIXED ASSETS

	Leasehold improvements	Plant & machinery	Office equipment		Group
	£ ’000	£ ’000	£ ’000		£ ’000
Cost or valuation
At January 1, 2005	42	144	45		231
Additions	93	173	38		304
Disposals	—	—	(1	)	(1	)
At December 31, 2005	135	317	82		534
Additions	14	117	53		184
At October 31, 2006	149	434	135		718
Depreciation
At January 1, 2005	—	—	—		—
Charge for the year	20	105	19		144
At December 31, 2005	20	105	19		144
Charge for the period	25	100	17		142
At October 31, 2006	45	205	36		286
Net book value
At December 31, 2005	115	212	63		390
At October 31, 2006	104	229	99		432

11    INVESTMENTS

The Group held more than 10% of the share capital of the following companies at October 31, 2006.

	Country of incorporation or registration	Class	Shares held		Nature of business
eFinancialNews Limited	England & Wales	Ordinary	100	%	Financial publishing
eFinancialNews, Inc.	USA	Ordinary	100	%	Financial publishing
eFinancialCareers Limited	England & Wales	Ordinary	100	%	Internet careers
Jobsinthemoney.com, Inc.	USA	Ordinary	100	%	Internet careers
London Financial News Publishing Limited	England & Wales	Ordinary	100	%	Dormant
Hay Holdings Limited	British Virgin Isles	Ordinary	100	%	Dormant

F-74

eFINANCIALGROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

AS OF DECEMBER 31, 2005 AND OCTOBER 31, 2006 AND

FOR THE YEARS ENDED DECEMBER 31, 2004 and 2005 AND FOR THE PERIOD FROM

JANUARY 1, 2006 THROUGH OCTOBER 31, 2006

12    DEBTORS

	December 31, 2005	October 31, 2006
	£ ’000	£ ’000
Trade debtors	3,868	5,844
Other debtors	50	30,123
Prepayments and accrued income	275	432
	4,193	36,399

Other debtors includes amounts receivable from the sale of eFinancialNews Limited and the £5.5 million loan to the new eFinancialNews owners.

13    CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

	December 31, 2005	October 31, 2006
	£ ’000	£ ’000
Trade creditors	757	1,066
Other taxation and social security	763	1,667
Accruals and deferred income	4,918	6,831
	6,438	9,564

On 19 December 2005 the Company entered into an agreement with its bankers, National Westminster Bank Plc whereby the bank provided the Company, and its UK subsidiaries, with an overdraft facility up to a gross limit of £1 million. The facility is secured by Debentures over the assets of eFinancialGroup Limited, eFinancialNews Limited and eFinancialCareers Limited. There is also an intercompany guarantee amongst those Companies.

14    SHARE CAPITAL

	December 31, 2005	October 31, 2006
	£ ’000	£ ’000
Authorised
5,000,000 ordinary shares of £1 each	5,000	5,000
Allotted, called up and fully paid
3,139,144 ordinary shares at £1 each (2005: 2,955,452 ordinary shares at £1 each)	2,956	3,139

The Group has a share-based payment scheme to award share options to employees. The options vest over a three year period and can be exercised for seven years after vesting. Options have been issued at various times since the plan began. At January 1, 2006, the Group adopted FRS 20, which resulted in a charge to prior year reserves of £92,000.

In September 2006, the Group received an offer from Dice Holdings, Inc. to purchase the entire share capital of the Group for £21.84 per share. This offer was accepted by the Group’s shareholders. At the time of the

F-75

eFINANCIALGROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

AS OF DECEMBER 31, 2005 AND OCTOBER 31, 2006 AND

FOR THE YEARS ENDED DECEMBER 31, 2004 and 2005 AND FOR THE PERIOD FROM

JANUARY 1, 2006 THROUGH OCTOBER 31, 2006

offer all of the outstanding options became fully vested in accordance with the scheme rules. This is considered a modification and required that compensation expense be recorded for the previously unvested portion of the awards in the amount of £462,000.

The following is a summary of the share options outstanding during the periods:

	Number		Weighted Average Exercise Price
Options outstanding at December 31, 2004	290,228		£	6.36
Granted in 2005	12,000		£	6.00
Exercised in 2005	(49,727	)	£	1.21
Cancelled in 2005	(1,344	)	£	1.32
Options outstanding at December 31, 2005	251,157		£	7.39
Exercised in 2006	(218,692	)	£	6.01
Options outstanding at October 31, 2006	32,465		£	16.71

The following share options were exercised during 2006:

Month of exercise	Number of shares	Price		Net Proceeds
				£ ’000s
January 2006	19,227	£	1.32	25
March 2006	12,546	£	1.32	17
October 2006	74,465	£	1.32	98
October 2006	35,000	£	7.00	245
October 2006	42,454	£	16.92	718
	183,692			1,103

In 2004, the Employee Share Trust acquired 35,000 ordinary shares of £1 in the Company from existing shareholders for £208,540.

Additionally, 35,000 shares were exercised in the Employee Benefit Trust at £6.00. At October 31, 2006 there were 32,465 options over ordinary shares in eFinancialGroup Limited in issue that were exercisable at £16.71 that were subsequently cancelled.

F-76

eFINANCIALGROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

AS OF DECEMBER 31, 2005 AND OCTOBER 31, 2006 AND

FOR THE YEARS ENDED DECEMBER 31, 2004 and 2005 AND FOR THE PERIOD FROM

JANUARY 1, 2006 THROUGH OCTOBER 31, 2006

15    RESERVES

	Share Premium	Profit and loss account
	£ ’000	£ ’000
As at January 1, 2005	5,554	(6,272	)
Issue of ordinary share capital	10	—
Retained profit/ (loss) for the year	—	1,706
Share-based payments	—	53
Exchange adjustments on translation of reserves of overseas subsidiaries	—	(12	)
As at December 31, 2005	5,564	(4,525	)
Issue of ordinary share capital	920	—
Retained profit/ (loss) for the period	—	25,252
Share-based payments	—	501
Exchange adjustments on translation of reserves of overseas subsidiaries	—	(8	)
As at October 31, 2006	6,484	21,220

16    RECONCILIATION OF MOVEMENTS IN EQUITY SHAREHOLDERS’ FUNDS

	£ ’000
As at January 1, 2005	2,188
Issue of ordinary share capital	50
Share premium	10
Retained profit for the year	1,706
Other reserves	53
Translation differences	(12	)
As at December 31, 2005	3,995
Issue of ordinary share capital	183
Share premium	920
Retained profit for the period	25,252
Other reserves	501
Translation differences	(8	)
As at October 31, 2006	30,843

17    RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES

	2004		2005		2006
	£ ’000		£ ’000		£ ’000
Operating profit	317		1,255		830
Depreciation & amortisation of goodwill	203		232		215
Loss on disposal of fixed assets	17		1		—
Non cash movement for sale of subsidiary	—		—		24,594
Increase in debtors	(687	)	(1,821	)	(32,206	)
Increase in creditors	854		2,643		3,119
Non cash expense for share options	—		53		501
Net cash inflow (outflow) from operating activities	704		2,363		(2,947	)

F-77

eFINANCIALGROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

AS OF DECEMBER 31, 2005 AND OCTOBER 31, 2006 AND

FOR THE YEARS ENDED DECEMBER 31, 2004 and 2005 AND FOR THE PERIOD FROM

JANUARY 1, 2006 THROUGH OCTOBER 31, 2006

18    ANALYSIS OF CHANGES IN NET FUNDS

	£ ’000
Net funds at January 1, 2005	1,212
Increase in cash	2,175
Net funds at December 31, 2005	3,387
Decrease in cash	(1,885	)
Net funds at October 31, 2006	1,502

19    FINANCIAL COMMITMENTS

At October 31, 2006 the Company had annual commitments under non-cancellable operating leases as follows:

	Land and buildings
	2005	2006
	£ ’000	£ ’000
Expiry date:
Less than one year	15	13
Between one and two years	—	—
Between two and five years	216	313

20    RELATED PARTY TRANSACTIONS

The Company has taken advantage of the exemptions within FRS 8 from disclosure of transactions with fellow group undertakings. All group undertakings are fully consolidated companies.

F-78

eFINANCIALGROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

AS OF DECEMBER 31, 2005 AND OCTOBER 31, 2006 AND

FOR THE YEARS ENDED DECEMBER 31, 2004 and 2005 AND FOR THE PERIOD FROM

JANUARY 1, 2006 THROUGH OCTOBER 31, 2006

21    SUMMARY OF DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United Kingdom (“UK GAAP”), which differ in certain significant respects from accounting principles generally accepted in the United States of America (“US GAAP”). Such differences involve methods for measuring the amounts shown in the financial statements.

The following is a summary of the adjustments to consolidated profit on ordinary activities after taxation and consolidated shareholders’ funds that would have been required in applying the significant differences between UK GAAP and US GAAP:

	Note	Year ended December 31, 2004		Year ended December 31, 2005		Year ended October 31, 2006
		£ ’000		£ ’000		£ ’000
Profit on ordinary activities after taxation as reported under UK GAAP		701		1,706		25,252
US GAAP adjustments:
Amortization of goodwill	i	86		88		73
Gain on sale of eFinancialNews	ii	—		—		(24,594	)
Share-based payments	iii	—		—		(53	)
Tax on ordinary activities	iv	(512	)	(395	)	918
Net income under US GAAP		275		1,399		1,596
	Note			December 31, 2005		October 31, 2006
				£ ’000		£ ’000
Equity shareholders’ funds as reported under UK GAAP				3,995		30,843
US GAAP adjustments:
Amortization of goodwill	i			200		273
Gain on sale of eFinancialNews	ii			—		(24,594	)
Share-based payments	iii			53		—
Tax on ordinary activities	iv			(907	)	11
Equity shareholders’ funds under US GAAP				3,341		6,533

Summaries of the principal differences between UK and US GAAP which are applicable to the Company are set out below:

i.    Goodwill

Under UK GAAP the Company’s goodwill arising from the acquisition of JobsintheMoney.com, Inc. is being amortized over a 20 year period. Under US GAAP, goodwill is not amortized, but instead tested for impairment. The Company performs an annual test in the third quarter or more frequently if indicators of potential impairment exist, to determine if the carrying value of the recorded goodwill is impaired. The impairment review process compares the fair value of the reporting unit in which goodwill resides to its carrying

F-79

eFINANCIALGROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

AS OF DECEMBER 31, 2005 AND OCTOBER 31, 2006 AND

FOR THE YEARS ENDED DECEMBER 31, 2004 and 2005 AND FOR THE PERIOD FROM

JANUARY 1, 2006 THROUGH OCTOBER 31, 2006

value. The determination of whether or not goodwill has become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of the Company’s reporting units. Changes in the Company’s strategy and/or market conditions could significantly impact these judgments and require adjustments to recorded amounts of intangible assets. No impairment was indicated.

ii.     Discontinued operations and gain on sale of eFinancialNews Limited

In September 2006, the Group received an offer from Dice Holdings, Inc. (“DHI”) to purchase the entire share capital of the Group. A condition of the offer was the sale of eFinancialNews Limited (“eFN”) to a company controlled by a group of former eFinancialGroup shareholders. The sale of eFinancialGroup Limited to DHI closed on October 31, 2006. eFN was immediately sold by DHI.

Under UK GAAP, discontinued operations are presented for the sale of a business that is completed within three months after the commencement of the subsequent period. Under US GAAP, discontinued operations are not presented until the operations have ceased. Accordingly, the sale of eFN is not considered discontinued operations under US GAAP and the gain on the sale is not realized under US GAAP.

iii.     Share-based payments

Under UK GAAP, FRS 20 was implemented as of January 1, 2006 at which time an adjustment to prior year reserves of £53,000 was made to record compensation expense on the options granted after 7 November 2002. Prior to January 1, 2006, share options were accounted for in line with UITF Abstract 17.

Under US GAAP, SFAS 123R applies to all awards granted after the required effective date of January 1, 2006 and to awards modified, repurchased, or cancelled after that date. Therefore, the adjustment to prior year reserves made under UK GAAP was not required under US GAAP. The awards became fully vested at the time of the acceptance by Group shareholders of the offer by DHI to purchase the Group. This event is a modification under UK and US GAAP which required that the fair value of the company be determined and additional compensation expense is recorded. Prior to January 1, 2006, share options were accounted for under the intrinsic value method prescribed by Accounting Principals Board Opinion No. 25 “Accounting for Stock-Issued to Employees.” No compensation charges were recognized prior to January 1, 2006.

iv.     Deferred taxes

Under UK GAAP, a provision is recorded for deferred taxation under the liability method, at the expected applicable rates, to the extent that such taxation is more likely than not to crystallize in future periods. This means that the full potential liability is not necessarily provided. Additionally, deferred tax assets are recognized only when they are expected to be recoverable within the foreseeable future.

Under US GAAP, deferred taxation is provided for on a full liability basis. Under the full liability method, deferred tax assets or liabilities are recognized for differences between the financial and taxation basis of assets and liabilities and for tax loss carry forwards at the statutory rate at each reporting date. A valuation allowance is established when it is more likely than not that some portion or all of the deferred taxation assets will not be realized. The reconciling items in 2006, 2005 and 2004 reflect the impact of recording the Company’s gross deferred tax assets and liabilities under US GAAP as well as recognition of a valuation allowance where the Company does not have evidence to suggest that the asset is more likely than not that all of the deferred tax assets will not be recognized.

F-80

eFINANCIALGROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

AS OF DECEMBER 31, 2005 AND OCTOBER 31, 2006 AND

FOR THE YEARS ENDED DECEMBER 31, 2004 and 2005 AND FOR THE PERIOD FROM

JANUARY 1, 2006 THROUGH OCTOBER 31, 2006

The recognized deferred tax asset is based upon the expected future utilization of tax loss carryforwards and the reversal of other temporary differences. For financial reporting purposes, the Group has recognized a valuation allowance for those benefits for which realization does not meet the more likely than not criteria.

A full valuation allowance has been recognized in respect of the tax loss carryforwards for the periods ending 2005 and 2004 as the Company had a long history of losses and because it was more likely than not that the balance of tax loss carryforwards would not be realized. In 2006 the valuation allowance was reassessed and as of October 31, 2006 there was no remaining valuation allowance as all remaining loss carryforwards and other timing differences have been assessed as realizable. The Company continually reviews the adequacy of the valuation allowance and is recognizing these benefits only as the reassessment indicates that it is more likely than not that the benefits will be realized.

v.     Cash flow information

Under UK GAAP, cash flows are presented for operating activities; dividends received from associated undertakings; returns on investments and servicing of finance; taxation; capital expenditure and financial investment; acquisitions and disposals; equity dividends paid; management of liquid resources and financing. US GAAP requires the classification of cash flows as resulting from operating, investing and financing activities.

Cash flows under UK GAAP in respect of interest received, interest paid, investment income and taxation would be included within operating activities under US GAAP. Capital expenditure and financial investment and cash flows from acquisitions and disposals would be included within investing activities under US GAAP. Dividends paid by subsidiary undertakings, dividends paid to minority interests, equity dividends paid and management of liquid resources would be included within financing activities under US GAAP.

A summary of the Group’s operating, investing and financing activities, classified in accordance with US GAAP, follows:

	2004		2005		2006
	£ ’000s		£ ’000s		£ ’000s
Cash provided by operating activities	547		2,419		(2,804	)
Cash used in investing activities	(205	)	(304	)	(184	)
Cash provided by financing activities	(203	)	60		1,103
Net increase (decrease) in cash and cash equivalents	139		2,175		(1,885	)
Cash at the beginning of the period	1,073		1,212		3,387
Cash at the end of the period	1,212		3,387		1,502

vi.     New US accounting standards

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 does not impose fair value measurements on items not already accounted for at fair value; rather it applies, with certain exceptions, to other accounting pronouncements that either require or permit fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting SFAS 157 on its consolidated financial statements.

F-81

eFINANCIALGROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

AS OF DECEMBER 31, 2005 AND OCTOBER 31, 2006 AND

FOR THE YEARS ENDED DECEMBER 31, 2004 and 2005 AND FOR THE PERIOD FROM

JANUARY 1, 2006 THROUGH OCTOBER 31, 2006

In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with SFAS No. 109, “Accounting for Income Taxes” (“SFAS 109”), and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a return. Guidance is also provided on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently evaluating the impact of adopting FIN 48 on its consolidated financial statements.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings at each subsequent reporting date. SFAS 159 is effective for fiscal years beginning after December 15, 2007. The Company is currently evaluating the impact of adopting SFAS 159 on its consolidated financial statements.

****

F-82

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following sets forth the expenses and costs (other than underwriting discounts and commissions) expected to be incurred in connection with the issuance and distribution of the common stock registered hereby. Other than the Securities and Exchange Commission registration fee and the New York Stock Exchange fee the amounts set forth below are estimates:

SEC registration fee	$	3,070
NASD fee		10,500
New York Stock Exchange fee		*
Printing expenses		*
Accounting fees and expenses		*
Legal fees and expenses		*
Blue Sky fees and expenses		*
Transfer agent fees and expenses		*
Miscellaneous		*
Total		*

* To be provided by amendment.

Item 14. Indemnification of Directors and Officers.

Directors’ liability; indemnification of directors and officers. Section 145(a) of the Delaware General Corporation Law provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, because the person is or was a director or officer of the corporation. Such indemnity may be against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and if, with respect to any criminal action or proceeding, the person did not have reasonable cause to believe the person’s conduct was unlawful.

Section 145(b) of the Delaware General Corporation Law provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director or officer of the corporation, against any expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to be indemnified for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145(g) of the Delaware General Corporation Law provides, in general, that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation against any liability asserted against the person in any such capacity, or arising out of the person’s

II-1

status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions of the law. Our amended and restated certificate of incorporation provides that, to the fullest extent permitted by applicable law, a director will not be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. In addition, our by-laws provide that we will indemnify each director and officer and may indemnify employees and agents, as determined by our board, to the fullest extent provided by the laws of the State of Delaware.

The foregoing statements are subject to the detailed provisions of section 145 of the Delaware General Corporation Law and our amended and restated certificate of incorporation and by-laws.

Section 102 of the Delaware General Corporation Law permits the limitation of directors’ personal liability to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director except for (i) any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) breaches under section 174 of the Delaware General Corporation Law, which relates to unlawful payments of dividends or unlawful stock repurchase or redemptions, and (iv) any transaction from which the director derived an improper personal benefit.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Reference is made to Item 17 for our undertakings with respect to indemnification for liabilities arising under the Securities Act.

We maintain directors’ and officers’ liability insurance for our officers and directors.

The Underwriting Agreement for this offering will provide that each underwriter severally agrees to indemnify and hold harmless Dice Holdings, Inc., each of our directors, each of our officers who signs the registration statement, and each person who controls Dice Holdings, Inc. within the meaning of the Securities Act but only with respect to written information relating to such underwriter furnished to Dice Holdings, Inc. by or on behalf of such underwriter specifically for inclusion in the documents referred to in the foregoing indemnity.

Item 15. Recent Sales of Unregistered Securities.

The following is a summary of our transactions within the past three years involving sales of our securities that were not registered under the Securities Act.

(a)    On June 28, 2005, in connection with our formation, we issued and sold an aggregate of 200 shares of common stock, par value $0.01, at a price of $0.01 per share or an aggregate purchase price of $2.00, to the General Atlantic Stockholders and the Quadrangle Stockholders, with each receiving 100 shares of common stock. This transaction was effected without registration under the Securities Act in reliance on the exemption from registration provided under Section 4(2) of the Securities Act.

(b)    On August 31, 2005, in connection with our acquisition of Dice Inc., we issued and sold an aggregate of 110,400 shares of Series A convertible preferred stock at a purchase price of $1,000.00 per share or an aggregate purchase price of $110,400,000 to the General Atlantic Stockholders and the Quadrangle Stockholders, with each receiving 55,200 shares of Series A convertible preferred stock. These transactions were effected without registration under the Securities Act in reliance on the exemption from registration provided under Section 4(2) of the Securities Act.

(c)    On August 31, 2005, in connection with our acquisition of Dice Inc., we issued and sold 1,400 shares of Series A convertible preferred stock to certain members of our management at a purchase price of

II-2

$1,000.00 per share or an aggregate purchase price of $1,400,000. These transactions were effected without registration under the Securities Act in reliance on the exemption from registration provided under Section 4(2) of the Securities Act.

(d)    On October 31, 2006, in connection with the eFinancialGroup Acquisition, we issued and sold an aggregate of 7,820 shares of Series A convertible preferred stock at a purchase price of £1,692.86 (or $3,201 per share) or an aggregate purchase price of £13,238,143 (or $25,031,778), as of the exchange rate in effect on October 31, 2006, to certain former stockholders of eFinancialGroup as partial consideration for the eFinancialGroup Acquisition. This transaction was effected without registration under the Securities Act in reliance on the exemption from registration provided under Section 4(2) of the Securities Act.

(e)    On October 31, 2006, we issued and sold an aggregate of 52 shares of Series A convertible preferred stock at a purchase price of £1,692.86 (or $3,201 per share) or an aggregate purchase price of £88,029 (or $166,374) to two members of eFinancialGroup management in exchange for the cash out of their long-term incentive plan account, with the two members of management receiving 34 and 17 shares of common stock, respectively. These issuances were effected without registration under the Securities Act in reliance on the exemption from registration provided under Section 4(2) of the Securities Act.

(f)    We issued options to purchase a total of 13,670 shares of common stock in 2005, 2,788 shares of common stock in 2006 and 1,822 shares of common stock in 2007 to date to our employees, executive officers, and directors under our 2005 Stock Plan, as described below. All of these issuances were effected without registration under the Securities Act in reliance on the exemption from registration provided pursuant to Rule 701 of the Securities Act.

(g)    We issued options to purchase a total of 254 shares of common stock on May 9, 2007 to one of our directors under our 2007 Equity Plan, as described below. This issuance was effected without registration under the Securities Act in reliance on an exemption from registration provided pursuant to Rule 701 of the Securities Act.

The table below sets forth our option issuances within the past three years.

Date of Grant	Number of options	Original exercise price
2005
November 7	13,670	$	1,000	(1)(2)
2006
May 2	299	$	1,621	(1)(2)
November 1	2,195	$	2,750	(2)
December 5	294	$	2,750	(2)
2007
January 31	40	$	3,020	(2)
January 31	1,364	$	3,812	(2)
March 27	418	$	3,177
May 9	254	$	3,278

(1) The original strike price was reduced by $89 on October 27, 2006 in lieu of a dividend.

(2) In accordance with the terms of our 2005 Stock Plan, the exercise price on the then unvested options was reduced by $820 on March 23, 2007 to reflect a non-recurring dividend paid to our stockholders of $900.11 per share. In lieu of a dividend, each holder of vested options received a payment of $900.11 per vested option.

(h)    In connection with this offering, we issued shares of our common stock to our existing stockholders to effect a              to              stock split. The Stock Split did not represent an offer or sale of common stock under the Securities Act. In addition, all of the outstanding shares of Series A convertible preferred stock will be converted into shares of common stock in the Conversion. The Conversion is exempt from registration under Section 3(a)(9) of the Securities Act.

II-3

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits.

The following documents are exhibits to the Registration Statement:

Exhibit Number	Description
1.1**	Form of Underwriting Agreement.
3.1**	Form of Amended and Restated Certificate of Incorporation.
3.2**	Form of Amended and Restated By-laws.
4.1**	Specimen Stock Certificate.
4.2	Amended and Restated Financing Agreement, dated as of March 21, 2007, by and among Dice Holdings, Inc. and Dice Career Solutions, Inc., as borrowers, Dice India Holdings, Inc., EW Knowledge Products, Inc. and Measure Up, Inc., as guarantors, the lenders from time to time party thereto and Ableco Finance, LLC, as administrative and collateral agent.
5.1**	Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as to legality of the common stock.
10.1**	Form of Amended and Restated Stockholders Agreement to be entered into by Dice Holdings, Inc., the Quadrangle entities named therein, the General Atlantic entities named therein, the management stockholders named therein and the eFinancialGroup stockholders named therein.
10.2**	Amended and Restated Employment Agreement, dated as of October 25, 2002, between Dice Inc. and Scot W. Melland.
10.3**	Agreement with respect to Employment, dated as of July 1, 2003, between Dice Inc. and Scot W. Melland.
10.4**	Agreement Amending Employment Agreement, dated as of July 9, 2005, between Dice Inc. and Scot W. Melland.
10.5**	Employment Agreement, dated as of April 20, 2000, between Earthweb Inc. and Michael P. Durney.
10.6**	First Amendment to Employment Agreement, dated as of March 1, 2001, between Earthweb Inc. and Michael P. Durney.
10.7**	Employment Agreement, dated as of July 9, 2001, between Dice Inc. and Thomas M. Silver.
10.8**	Amendment to Employment Agreement, dated August 17, 2004, between Dice Inc. and Thomas M. Silver.
10.9**	Employment Agreement, dated as of March 17, 1999, between Earthweb Inc. and Constance Melrose.
10.10**	First Amendment to Employment Agreement, dated as of March 1, 2001, between Earthweb Inc. and Constance Melrose.
10.11**	Second Amendment to Employment Agreement, dated as of October 24, 2002, between Dice Inc. and Constance Melrose.
10.12**	Employment Agreement, dated as of January 31, 2000, between Earthweb Inc. and Brian Campbell.
10.13**	First Amendment to Employment Agreement, dated as of March 1, 2001, between Earthweb Inc. and Brian Campbell.
10.14	The Dice Holdings, Inc. 2005 Omnibus Stock Plan (the “2005 Stock Plan”).
10.15	Form of Stock Option Award Agreement under the 2005 Stock Plan.
10.16	The Dice Holdings, Inc. 2007 Equity Award Plan (the “2007 Equity Plan”).

II-4

Exhibit Number	Description
10.17**	Form of Stock Award Agreement under the 2007 Equity Plan.
10.18**	The Dice Holdings, Inc. Executive Cash Incentive Plan.
21.1*	Subsidiaries of the Registrant.
23.1	Consent of Deloitte & Touche LLP, independent registered public accounting firm.
23.2	Consent of LWBJ, LLP, independent registered public accounting firm.
23.3	Consent of PricewaterhouseCoopers LLP, independent auditors.
23.4**	Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1 to this Registration Statement).
24.1*	Powers of Attorney (included on signature pages of this Part II).
24.2	Power of Attorney of John W. Barter.

* Previously filed.

** To be filed by amendment.

(b) Financial Statement Schedules.

	Page
Schedule I - Financial Information of Parent Company	II-6
Schedule II - Consolidated Valuation of Qualifying Accounts	II-10

Schedules not listed above have been omitted because information required to be set forth therein is not applicable or is shown in the financial statements to the notes thereto.

Item 17. Undertakings.

(a)    The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(b)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c)    The undersigned registrant hereby undertakes that:

(1)    For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)    For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-5

SCHEDULE I

DICE HOLDINGS, INC.

FINANCIAL INFORMATION OF PARENT COMPANY

CONDENSED BALANCE SHEETS

As of December 31, 2005 and 2006

(in thousands except share and per share amounts)

	2005			2006
ASSETS
Investment in subsidiaries	$	170,261		$	314,714
Total assets	$	170,261		$	314,714
LIABILITIES AND STOCKHOLDERS’ EQUITY
Notes payable to subsidiaries	$	60,000		$	179,740
Interest payable to subsidiaries		—			639
Total liabilities		60,000			180,379
Stockholders’ equity:
Convertible preferred stock, $.01 par value, authorized 125,000 shares; issued and outstanding: 111,800 and 119,672 shares at December 31, 2005 and 2006, respectively (liquidation value $1,000)		1			1
Common stock, $.01 par value, authorized 150,000 shares; issued and outstanding: 200 shares		—			—
Additional paid-in capital		111,988			138,629
Accumulated other comprehensive income (loss)		(6	)		1,829
Accumulated deficit		(1,722	)		(6,124	)
Total stockholders’ equity		110,261			134,335
Total liabilities and stockholders’ equity	$	170,261		$	314,714

See notes to the Dice Holdings, Inc. consolidated financial statements included elsewhere herein.

II-6

SCHEDULE I

DICE HOLDINGS, INC.

FINANCIAL INFORMATION OF PARENT COMPANY

CONDENSED STATEMENTS OF OPERATIONS

For the period from June 28, 2005 (inception) through December 31, 2005

and for the year ended December 31, 2006

(in thousands)

	2005			2006
Revenues:
Equity in earnings of subsidiaries	$	(1,722	)	$	7,370
Operating income		(1,722	)		7,370
Interest expense		—			(639	)
Other income		—			47
Net income (loss)	$	(1,722	)	$	6,778

See notes to the Dice Holdings, Inc. consolidated financial statements included elsewhere herein.

II-7

SCHEDULE I

DICE HOLDINGS, INC.

FINANCIAL INFORMATION OF PARENT COMPANY

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the period from June 28, 2005 (inception) through December 31, 2005

and for the year ended December 31, 2006

(in thousands except share and per share amounts)

	Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total
	Shares	Amount		Shares	Amount
Initial equity contribution	111,800	$	1	200	$	—	$	111,799	$	—		$	—		$	111,800
Net loss										(1,722	)					(1,722	)
Other comprehensive loss:
Net unrealized loss on available-for-sale securities, net of tax of $0													(6	)		(6	)
Total comprehensive loss																(1,728	)
Stock based compensation								189								189
Balance at December 31, 2005	111,800		1	200		—		111,988		(1,722	)		(6	)		110,261
Net income										6,778						6,778
Other comprehensive income:
Foreign currency translation adjustment, net of tax of $786													1,833			1,833
Net unrealized gain on available-for-sale securities, net of tax of $1													2			2
Total comprehensive income																8,613
Stock based compensation								1,467								1,467
Issuance of preferred stock to acquire eFinancialGroup Limited	7,872							25,174								25,174
Convertible preferred stock dividends declared ($100 per share)										(11,180	)					(11,180	)
Balance at December 31, 2006	119,672	$	1	200	$	—	$	138,629	$	(6,124	)	$	1,829		$	134,335

See notes to the Dice Holdings, Inc. consolidated financial statements included elsewhere herein.

II-8

SCHEDULE I

DICE HOLDINGS, INC.

FINANCIAL INFORMATION OF PARENT COMPANY

CONDENSED STATEMENTS OF CASH FLOWS

For the period from June 28, 2005 (inception) through December 31, 2005

and for the year ended December 31, 2006

(in thousands)

	2005			2006
Cash flows provided by operating activities:
Net income (loss)	$	(1,722	)	$	6,778
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity in earnings of subsidiaries		1,722			(7,370	)
Change in interest payable		—			639
Net cash provided by operating activities		—			47
Acquisition of eFinancialGroup Limited		—			(108,595	)
Acquisition of Dice Inc.		(172,012	)		—
Change in intercompany payable		212			(12	)
Net cash used for investing activities		(171,800	)		(108,607	)
Dividends paid on convertible preferred stock		—			(11,180	)
Issuance of convertible preferred stock		111,800			—
Proceeds from notes payable to subsidiaries		60,000			119,740
Net cash provided by financing activities		171,800			108,560
Net change in cash and cash equivalents for the period		—			—
Cash and cash equivalents, beginning of period		—			—
Cash and cash equivalents, end of period	$	—		$	—
Supplemental cash flow information:
Non-cash investing and financing activities:
Issuance of preferred stock to acquire eFinancialGroup Limited	$	—		$	25,174

See notes to the Dice Holdings, Inc. consolidated financial statements included elsewhere herein.

II-9

SCHEDULE II

DICE HOLDINGS, INC.

CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS

For the period from June 28, 2005 (inception) through December 31, 2005

and for the year ended December 31, 2006

(in thousands)

Column A	Column B		Column C		Column D			Column E
Description	Balance at Beginning of Period		Charged to Income		Deductions			Balance at End of Period
Reserves Deducted From Assets to Which They Apply:
Reserve for uncollectible accounts receivable:
Period ended December 31, 2005	$	—	$	524	$	—		$	524
Year ended December 31, 2006		524		571		(265	)		830
Reserve for deferred tax assets:
Period ended December 31, 2005	$	11,782	$	—	$	—		$	11,782
Year ended December 31, 2006		11,782		—		(11,782	)		—

See notes to the Dice Holdings, Inc. consolidated financial statements included elsewhere herein.

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 17, 2007.

DICE HOLDINGS, INC.
By:	/S/    SCOT W. MELLAND
	Scot W. Melland President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 17, by the following persons in the capacities indicated.

Signature	Title
/S/ SCOT W. MELLAND Scot W. Melland	President and Chief Executive Officer and Director (Principal Executive Officer)
* Michael P. Durney	Senior Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/    JOHN W. BARTER         John W. Barter	Director
* Peter Ezersky	Director
* David S. Gordon	Director
* David C. Hodgson	Director
/s/    ANTON J. LEVY         Anton J. Levy	Director
* Jeffrey S. Nordhaus	Director
* William Wyman	Director

*By:	/S/    SCOT W. MELLAND
	Scot W. Melland
	Attorney-in-fact

II-11

EXHIBIT INDEX

1.1**	Form of Underwriting Agreement.
3.1**	Form of Amended and Restated Certificate of Incorporation.
3.2**	Form of Amended and Restated By-laws.
4.1**	Specimen Stock Certificate.
4.2	Amended and Restated Financing Agreement, dated as of March 21, 2007, by and among Dice Holdings, Inc. and Dice Career Solutions, Inc., as borrowers, Dice India Holdings, Inc., EW Knowledge Products, Inc. and Measure Up, Inc., as guarantors, the lenders from time to time party thereto and Ableco Finance, LLC, as administrative and collateral agent.
5.1**	Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as to legality of the common stock.
10.1**	Form of Amended and Restated Stockholders Agreement to be entered into by Dice Holdings, Inc., the Quadrangle entities named therein, the General Atlantic entities named therein, the management stockholders named therein and the eFinancialGroup stockholders named therein.
10.2**	Amended and Restated Employment Agreement, dated as of October 25, 2002, between Dice Inc. and Scot W. Melland.
10.3**	Agreement with respect to Employment, dated as of July 1, 2003, between Dice Inc. and Scot W. Melland.
10.4**	Agreement Amending Employment Agreement, dated as of July 9, 2005, between Dice Inc. and Scot W. Melland.
10.5**	Employment Agreement, dated as of April 20, 2000, between Earthweb Inc. and Michael P. Durney.
10.6**	First Amendment to Employment Agreement, dated as of March 1, 2001, between Earthweb Inc. and Michael P. Durney.
10.7**	Employment Agreement, dated as of July 9, 2001, between Dice Inc. and Thomas M. Silver.
10.8**	Amendment to Employment Agreement, dated August 17, 2004, between Dice Inc. and Thomas M. Silver.
10.9**	Employment Agreement, dated as of March 17, 1999, between Earthweb Inc. and Constance Melrose.
10.10**	First Amendment to Employment Agreement, dated as of March 1, 2001, between Earthweb Inc. and Constance Melrose.
10.11**	Second Amendment to Employment Agreement, dated as of October 24, 2002, between Dice Inc. and Constance Melrose.
10.12**	Employment Agreement, dated as of January 31, 2000, between Earthweb Inc. and Brian Campbell.
10.13**	First Amendment to Employment Agreement, dated as of March 1, 2001, between Earthweb Inc. and Brian Campbell.
10.14	The Dice Holdings, Inc. 2005 Omnibus Stock Plan (the “2005 Stock Plan”).
10.15	Form of Stock Option Award Agreement under the 2005 Stock Plan.
10.16	The Dice Holdings, Inc. 2007 Equity Award Plan (the “2007 Equity Plan”).
10.17**	Form of Stock Award Agreement under the 2007 Equity Plan.
10.18**	The Dice Holdings, Inc. Executive Cash Incentive Plan.

II-12

21.1*	Subsidiaries of the Registrant.
23.1	Consent of Deloitte & Touche LLP, independent registered public accounting firm.
23.2	Consent of LWBJ, LLP, independent registered public accounting firm.
23.3	Consent of PricewaterhouseCoopers LLP, independent auditors.
23.4**	Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1 to this Registration Statement).
24.1*	Powers of Attorney (included on signature pages of this Part II).
24.2	Power of Attorney of John W. Barter.

* Previously filed.

** To be filed by amendment.

II-13

EX-4.2

Exhibit 4.2

AMENDED AND RESTATED FINANCING AGREEMENT

Dated as of March 21, 2007

by and among

DICE HOLDINGS, INC.,

as Parent

DICE INC. and

DICE CAREER SOLUTIONS, INC.,

as Borrower

THE LENDERS FROM TIME TO TIME PARTY HERETO,

ABLECO FINANCE LLC,

as Collateral Agent

and

ABLECO FINANCE LLC,

as Administrative Agent

ARTICLE I.        DEFINITIONS; CERTAIN TERMS		1
Section 1.01	Definitions	1
Section 1.02	Terms Generally	33
Section 1.03	Accounting and Other Terms	33
Section 1.04	Time References	33
ARTICLE II.      THE LOANS		34
Section 2.01	Commitments	34
Section 2.02	Making the Loans	35
Section 2.03	Repayment of Loans; Evidence of Debt	38
Section 2.04	Interest	39
Section 2.05	Reduction of Commitments; Prepayment of Loans	42
Section 2.06	Fees	46
Section 2.07	Securitization	47
Section 2.08	Taxes	47
ARTICLE III.    [INTENTIONALLY OMITTED]		50
ARTICLE IV.    FEES, PAYMENTS AND OTHER COMPENSATION		50
Section 4.01	[Intentionally Omitted]	50
Section 4.02	Payments; Computations and Statements	50
Section 4.03	Sharing of Payments, Etc	51
Section 4.04	Apportionment of Payments	52
Section 4.05	Increased Costs and Reduced Return	53
Section 4.06	Joint and Several Liability of each Person Composing the Borrower	55
ARTICLE V.      CONDITIONS TO LOANS		56
Section 5.01	Conditions Precedent	56
Section 5.02	Conditions Precedent to All Loans	59
ARTICLE VI.    REPRESENTATIONS AND WARRANTIES		59
Section 6.01	Representations and Warranties	59
ARTICLE VII.  COVENANTS OF THE LOAN PARTIES		67
Section 7.01	Affirmative Covenants	67
Section 7.02	Negative Covenants	75
Section 7.03	Financial Covenants	81

-i-

ARTICLE VIII.  MANAGEMENT, COLLECTION AND STATUS OF ACCOUNTS RECEIVABLE AND OTHER                             COLLATERAL		83
Section 8.01	Collection of Accounts Receivable; Management of Collateral	83
Section 8.02	[Intentionally Omitted]	84
Section 8.03	[Intentionally Omitted]	84
Section 8.04	Collateral Custodian	84
Section 8.05	CFCs	84
ARTICLE IX.   EVENTS OF DEFAULT		85
Section 9.01	Events of Default	85
ARTICLE X.     AGENTS		88
Section 10.01	Appointment	88
Section 10.02	Nature of Duties	89
Section 10.03	Rights, Exculpation, Etc	89
Section 10.04	Reliance	90
Section 10.05	Indemnification	90
Section 10.06	Agents Individually	90
Section 10.07	Successor Agent	91
Section 10.08	Collateral Matters	91
Section 10.09	Agency for Perfection	93
ARTICLE XI.     GUARANTY		93
Section 11.01	Guaranty	93
Section 11.02	Guaranty Absolute	93
Section 11.03	Waiver	94
Section 11.04	Continuing Guaranty; Assignments	94
Section 11.05	Subrogation	95
ARTICLE XII.   MISCELLANEOUS		95
Section 12.01	Notices, Etc	95
Section 12.02	Amendments, Etc	98
Section 12.03	Replacement of Holdout Lender	98
Section 12.04	No Waiver; Remedies, Etc	99
Section 12.05	Expenses; Taxes; Attorneys’ Fees	99
Section 12.06	Right of Set-off	100
Section 12.07	Severability	101

-ii-

Section 12.08	Assignments and Participations	101
Section 12.09	Counterparts	105
Section 12.10	GOVERNING LAW	105
Section 12.11	CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE	105
Section 12.12	WAIVER OF JURY TRIAL, ETC	106
Section 12.13	Consent by the Agents and Lenders	106
Section 12.14	No Party Deemed Drafter	107
Section 12.15	Reinstatement; Certain Payments	107
Section 12.16	Indemnification	107
Section 12.17	Records	108
Section 12.18	Binding Effect	108
Section 12.19	Interest	108
Section 12.20	Confidentiality	109
Section 12.21	Section Headings	109
Section 12.22	Integration	110
Section 12.23	Acknowledgment of Prior Obligations and Continuation Thereof	110
Section 12.24	No Novation

-iii-

SCHEDULE AND EXHIBITS

Schedule R-1	Lenders and Lenders’ Commitments
Schedule 6.01(e)	Subsidiaries
Schedule 6.01(f)	Litigation; Commercial Tort Claims
Schedule 6.01(i)	ERISA
Schedule 6.01(o)	Real Property
Schedule 6.01(r)	Environmental Matters
Schedule 6.01(s)	Insurance
Schedule 6.01(v)	Bank Accounts
Schedule 6.01(w)	Intellectual Property
Schedule 6.01(dd)	Name; Jurisdiction of Organization; Organizational ID Number; Chief
	Place of Business; Chief Executive Office; FEIN
Schedule 6.01(ff)	Collateral Locations
Schedule 7.02(a)	Existing Liens
Schedule 7.02(b)	Existing Indebtedness
Schedule 7.02(e)	Existing Investments
Schedule 7.02(k)	Limitations on Dividends and Other Payment Restrictions
Schedule 8.01	Account Control Banks and Control Accounts
Exhibit A-1	Form of Assignment and Acceptance
Exhibit B-1	Form of Borrowing Base Certificate
Exhibit I-1	Form of Intercompany Subordination Agreement
Exhibit L-1	Form of LIBOR Notice
Exhibit S-1	Form of Security Agreement
Exhibit 2.01(b)(ii)	Form of Notice of Borrowing
Exhibit 5.01(d)	Form of Opinion of Counsel

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AMENDED AND RESTATED FINANCING AGREEMENT

Amended and Restated Financing Agreement, dated as of March 21, 2007, by and among DICE HOLDINGS, INC., a Delaware corporation (the “Parent”), DICE INC., a Delaware corporation (“Dice”), DICE CAREER SOLUTIONS, INC., a Delaware corporation (“Dice Career”) (each of Dice and Dice Career are individually and collectively, jointly and severally, referred to as the “Borrower”), each Subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with the Parent and those additional entities that hereafter become guarantors pursuant to the requirements of Section 7.01(b) or otherwise, each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”), as collateral agent for the Lenders (in such capacity, together with any successor collateral agent, the “Collateral Agent”), and Ableco, as administrative agent for the Lenders (in such capacity, together with any successor administrative agent, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).

RECITALS

WHEREAS, the Borrower, Guarantors, Agents, and Lenders are parties to that certain Financing Agreement dated as of August 31, 2005, as amended (as in effect immediately prior to the effectiveness of this Agreement, the “Original Financing Agreement”); and

WHEREAS, the Borrower, Guarantors, Agents, and Lenders desire to amend and restate the Original Financing Agreement in its entirety subject to the terms and conditions set forth herein, to among other things, restructure the credit facilities under the Original Financing Agreement, it being understood that no repayment of the obligations under the Original Financing Agreement is being effected hereby, but merely an amendment and restatement in accordance with the terms hereof.

NOW, THEREFORE, the Borrower, Guarantors, Agents, and Lenders hereby amend and restate the Original Financing Agreement in its entirety as follows:

ARTICLE I.

DEFINITIONS; CERTAIN TERMS

Section 1.01 Definitions. As used in this Agreement, the following terms shall have the respective meanings indicated below, such meanings to be applicable equally to both the singular and plural forms of such terms:

“Ableco” has the meaning specified therefor in the preamble hereto.

“Account Control Agreement” means an account control agreement, in form and substance customary for such agreements and reasonably satisfactory to Administrative Agent, executed and delivered by the Parent or one of its Subsidiaries, Administrative Agent, and the applicable securities intermediary (with respect to a securities account) or bank (with respect to a deposit account).

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“Account Control Bank” has the meaning specified therefor in Section 8.01(a).

“Account Debtor” means any Person who is or who may become obligated under, with respect to, or on account of, an Account Receivable, chattel paper, or a general intangible.

“Account Receivable” means, with respect to any Person, all of such Person’s now owned or hereafter acquired right, title, and interest with respect to “accounts” (as that term is defined in the Code), and any and all “supporting obligations” (as that term is defined in the Code) in respect thereof.

“Accounting Changes” means changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

“Acquisition” means (a) any Stock Acquisition, or (b) any Asset Acquisition.

“Action” has the meaning specified therefor in Section 12.13.

“Administrative Agent” has the meaning specified therefor in the preamble hereto.

“Administrative Agent’s Account” means an account at a bank designated by the Administrative Agent from time to time as the account into which the Borrower shall make all payments to the Administrative Agent for the benefit of the Agents and the Lenders under this Agreement and the other Loan Documents.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Notwithstanding anything herein to the contrary, in no event shall any Agent or any Lender be considered an “Affiliate” of any Loan Party.

“After Acquired Real Property” means any fee interest in real property acquired by the Parent or any of its Subsidiaries after the date hereof with a Current Value in excess of $1,000,000.

“Agent” and “Agents” have the respective meanings specified therefor in the preamble hereto.

“Agreement” means this Amended and Restated Financing Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing, and shall refer to the Agreement as the same may be in effect at the time such reference becomes operative.

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“Asset Acquisition” means any purchase or other acquisition by the Borrower or any of its wholly-owned Subsidiaries of all or substantially all of the assets of any other Person.

“Assignment and Acceptance” means an assignment and acceptance entered into by an assigning Lender and an assignee, and accepted by the Collateral Agent, in accordance with Section 12.08 hereof and substantially in the form of Exhibit A-1 hereto.

“Authorized Officer” means, with respect to any Person, the chief executive officer, chief financial officer, president, executive vice president, sole member, managing member, secretary, or assistant secretary of such Person.

“Availability” means, at any time, the difference between (i) the lesser of (A) the Borrowing Base, and (B) the Total Revolving Credit Commitment less the amount of the Hedging Reserve at such time, and (ii) the aggregate outstanding principal amount of all Revolving Loans.

“Bankruptcy Code” means the United States Bankruptcy Code (11 U.S.C. § 101, et seq.), as amended, and any successor statute.

“Base LIBOR Rate” means for any Interest Period, the rate per annum which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which Dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source selected by the Administrative Agent which has been approved by the British Bankers’ Association as an authorized information vendor for the purpose of displaying rates at which Dollar deposits are offered by leading banks in the London interbank deposit market (an “Alternate Source”), at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of the applicable Interest Period as the London interbank offered rate for Dollars for an amount comparable to such Loan and having a borrowing date and a maturity comparable to such Interest Period (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement rate determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest error)).

“Board” means the Board of Governors of the Federal Reserve System of the United States.

“Borrower” has the meaning specified therefor in the preamble hereto.

“Borrowing Base” means, as of any date of determination, the difference between (a) an amount equal to the Senior Leverage Ratio Limiter as of such date times TTM EBITDA of the Parent, and (b) the Hedging Reserve as of such date.

“Borrowing Base Certificate” means a certificate signed by an Authorized Officer of the Borrower and setting forth the calculation of the Borrowing Base in compliance with Section 7.01(a)(vi), substantially in the form of Exhibit B-1.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required to close, except that, if a

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determination of a Business Day shall relate to a LIBOR Rate Loan, the term “Business Day” also shall exclude any day on which banks are closed for dealings in Dollar deposits in the London interbank market.

“Capital Expenditures” means, with respect to any Person for any period, the sum of the aggregate of all expenditures (including capitalized software costs) by such Person and its Subsidiaries during such period that in accordance with GAAP are or should be included in “property, plant and equipment” or in a similar fixed asset account on its balance sheet, whether such expenditures are paid in cash or financed and including, without duplication, all Capitalized Lease Obligations paid or payable during such period.

“Capital Guideline” means any law, rule, regulation, policy, guideline or directive (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) of any central bank or other Governmental Authority (i) regarding capital adequacy, capital ratios, capital requirements, the calculation of a bank’s capital or similar matters, or (ii) affecting the amount of capital required to be obtained or maintained by any Lender, any Person controlling any Lender, or the manner in which any Lender, any Person controlling any Lender, allocates capital to any of its contingent liabilities, advances, acceptances, commitments, assets or liabilities.

“Capitalized Lease” means, with respect to any Person, any lease of real or personal property by such Person as lessee which is required under GAAP to be capitalized on the balance sheet of such Person.

“Capitalized Lease Obligations” means, with respect to any Person, obligations of such Person and its Subsidiaries under Capitalized Leases, and, for purposes hereof, the amount of any such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

“Capital Stock” means (i) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, (ii) with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person, and (iii) for the purposes of the definition of “Permitted Acquisitions” and Sections 7.02(h) and 7.02(l) hereof only, warrants, options, or other similar rights to purchase or acquire Capital Stock.

“Cash and Cash Equivalents” means all cash, deposit or securities account balances, certificates of deposit or other financial instruments properly classified as cash or cash equivalents under GAAP.

“CFC” means a controlled foreign corporation (as that term is defined in the IRC).

“Change in Law” means a change in law or regulation or the introduction of any law or regulation or a change in interpretation or administration of any law.

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“Change of Control” means,

(a) prior to the occurrence of a Qualified IPO, each occurrence of any of the following:

(i) the Permitted Holders shall cease to have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act), in the aggregate, of at least 50.1% of the aggregate outstanding voting power of the Capital Stock of the Parent (excluding, for this purpose, (A) unexercised warrants, options or other rights to purchase or acquire the Parent’s Capital Stock, and (B) any other unexercised obligation of the Parent to issue, directly or indirectly, shares of its Capital Stock),

(ii) (A) GA or any Affiliate of GA shall cease to have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of at least 25% of the aggregate outstanding voting power of the Capital Stock of the Parent (excluding, for this purpose, (x) unexercised warrants, options or other rights to purchase or acquire the Parent’s Capital Stock, and (y) any other unexercised obligation of the Parent to issue, directly or indirectly, shares of its Capital Stock), and (B) Quadrangle or any Affiliate of Quadrangle shall cease to have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of at least 25% of the aggregate outstanding voting power of the Capital Stock of the Parent (excluding, for this purpose, (x) unexercised warrants, options or other rights to purchase or acquire the Parent’s Capital Stock, and (y) any other unexercised obligation of the Parent to issue, directly or indirectly, shares of its Capital Stock),

(iii) the Parent ceases to own and control, directly or indirectly, 100% of the shares of the Capital Stock of the Borrower,

(iv) the Borrower ceases to own and control 100% of the shares of the Capital Stock of the Borrower’s Subsidiaries, unless otherwise permitted hereunder,

(v) at any time the Permitted Holders ceases to have the power to appoint, or ceases to have appointed, a majority of the individuals who compose the Board of Directors of the Parent, or

(vi) (A) the Parent consolidates with or merges into another entity or conveys, transfers or leases all or substantially all of its property and assets to any Person, or (B) any entity consolidates with or merges into the Parent, which in either event (A) or (B) is pursuant to a transaction in which the outstanding voting Capital Stock of the Parent is reclassified or changed into or exchanged for cash, securities or other property, other than any such transaction in which the Permitted Holders have a beneficial ownership in the aggregate of at least 50.1% of the aggregate voting power of all Capital Stock of the resulting, surviving or transferee entity; and

(b) subsequent to the occurrence of a Qualified IPO, each occurrence of any of the following:

(i) the Permitted Holders shall cease to have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act), in the aggregate, of at least 20%

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of the aggregate outstanding voting power of the Capital Stock of the Parent (excluding, for this purpose, (A) unexercised warrants, options or other rights to purchase or acquire the Parent’s Capital Stock, and (B) any other unexercised obligation of the Parent to issue, directly or indirectly, shares of its Capital Stock),

(ii) the Parent ceases to own and control, directly or indirectly, 100% of the shares of the Capital Stock of the Borrower,

(iii) the Borrower ceases to own and control 100% of the shares of the Capital Stock of the Borrower’s Subsidiaries, unless otherwise permitted hereunder,

(iv) at any time a majority of the members of the Board of Directors of the Parent do not constitute Continuing Directors, or

(v) (A) the Parent consolidates with or merges into another entity or conveys, transfers or leases all or substantially all of its property and assets to any Person, or (B) any entity consolidates with or merges into the Parent, which in either event (A) or (B) is pursuant to a transaction in which the outstanding voting Capital Stock of the Parent is reclassified or changed into or exchanged for cash, securities or other property, other than any such transaction in which the Permitted Holders have a beneficial ownership in the aggregate of at least 20% of the aggregate voting power of all Capital Stock of the resulting, surviving or transferee entity.

“Code” means the New York Uniform Commercial Code, as in effect from time to time; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, priority, or remedies with respect to Collateral Agent’s Liens on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies.

“Collateral” means all of the property and assets and all interests therein and proceeds thereof now owned or hereafter acquired by any Person upon which a Lien is granted or purported to be granted by such Person as security for all or any part of the Obligations.

“Collateral Agent” has the meaning specified therefor in the preamble hereto.

“Collateral Agent Advances” has the meaning specified therefor in Section 10.08(a).

“Commitments” means, with respect to each Lender, such Lender’s Revolving Credit Commitment and Term Loan Commitment.

“Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Subsidiaries for such period, plus without duplication, the sum of the following amounts of such Person and its Subsidiaries for such period and to the extent deducted in determining Consolidated Net Income of such Person and its Subsidiaries for such period, in each case as determined in accordance with GAAP:

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(i) Consolidated Net Interest Expense, (ii) net income tax expense, (iii) depreciation expense, (iv) amortization expense, (v) writeoff of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness of such Person and its Subsidiaries (including the Loans), (vi) any non-cash charges associated with any impairment and disposal of long-lived assets pursuant to FAS 144, (vii) any reasonable transaction related fees and expenses incurred in connection with a Qualified IPO or any other offering of securities by the Parent, (viii) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (ix) any extraordinary or non-recurring non-cash expenses or losses (in the current period or any future period), including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, non-cash losses on sales of assets outside of the ordinary course of business, (x) reasonable transaction related fees and expenses incurred by such Person or its Subsidiaries in connection with the transactions contemplated to be consummated hereby on the Restatement Effective Date in an aggregate amount not to exceed $2,500,000, (xi) writeoff of non-cash deferred revenue in connection with purchase accounting applied in respect of any acquisition permitted hereunder (it being understood that such non-cash deferred revenue shall be recognized in such period(s) as it would have been recognized but for such acquisition), (xii) writeoff of non-cash stock compensation expense, if any, and (xiii) business interruption insurance proceeds to the extent not already included in Consolidated Net Income, minus, to the extent included in Consolidated Net Income for such period, the sum of, in each case as determined in accordance with GAAP, (a) any extraordinary or non-recurring non-cash income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on Dispositions outside of the ordinary course of business), (b) any other non-cash income, (c) effects of discontinued operations, (d) interest that is paid-in-kind, or (e) any tax refunds, tax receivables, net operating loses or other net tax benefits received or receivable during such period on account of any prior period; provided that, for the purposes of calculating Consolidated EBITDA (other than for the purposes of calculating Excess Cash Flow) of the Parent or Consolidated Net Interest Expense of the Parent, the Consolidated EBITDA and Consolidated Net Interest Expense of any Person acquired by the Borrower or its wholly owned Subsidiaries pursuant to a Permitted Acquisition during such period shall be included on a pro forma basis for such period (as if the consummation of such Permitted Acquisition and the incurrence or assumption of any Indebtedness in connection therewith occurred on the first day of such period).

“Consolidated Net Income” means, with respect to any Person for any period, the net income (loss) of such Person and its Subsidiaries for such period, determined on a consolidated basis and in accordance with GAAP.

“Consolidated Net Interest Expense” means, with respect to any Person for any period, gross interest expense (including that attributable to Capital Lease Obligations) of such Person and its Subsidiaries for such period determined on a consolidated basis and in accordance with GAAP (including interest expense paid to Affiliates of such Person), less (i) the sum of (a) interest income for such period and (b) gains for such period on Hedging Agreements (to the extent not included in interest income above and to the extent not deducted in the calculation of gross interest expense), plus (ii) the sum of (a) losses for such period on Hedging Agreements (to the extent not included in such gross interest expense) and (b) the upfront costs or fees for such period associated with Hedging Agreements (to the extent not included in such gross interest expense), in each case, determined on a consolidated basis and in accordance with GAAP.

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“Consolidated Senior Debt” means, at any date for any Person, the aggregate principal amount of all secured Indebtedness of such Person and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, including, in any event, but without duplication, with respect to the Parent and its Subsidiaries, the Loans and the amount of such Person’s and its Subsidiaries’ Capital Lease Obligations.

“Contingent Obligation” means, with respect to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including (i) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of a primary obligor, (ii) the obligation to make take-or-pay or similar payments, if required, regardless of nonperformance by any other party or parties to an agreement, (iii) any obligation of such Person, whether or not contingent, (A) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (B) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (C) to purchase property, assets, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (D) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term “Contingent Obligation” shall not include (x) any product warranties extended in the ordinary course of business, (y) any customary indemnification obligations incurred as part of any Permitted Disposition, or (z) endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation with respect to which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto (assuming such Person is required to perform thereunder), as determined by such Person in good faith.

“Continuing Director” means (a) any member of the Board of Directors who was a director (or comparable manager) of the Parent on the Restatement Effective Date, and (b) any individual who becomes a member of the Board of Directors after the Restatement Effective Date if such individual was appointed or nominated for election to the Board of Directors by a majority of the Continuing Directors.

“Control Accounts” has the meaning specified therefor in Section 8.01(a).

“Credit Card Processor” means any Person (including any issuer of a credit card) that acts as a credit card clearinghouse or remits payments due to one or more of the Loan Parties with respect to credit card charges accepted by one or more of the Loan Parties.

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“Current Value” has the meaning specified therefor in Section 7.01(o).

“Default” means an event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

“Dice India” means Dice India Holdings, Inc., a Delaware corporation.

“Disposition” means any transaction, or series of related transactions, pursuant to which any Person or any of its Subsidiaries sells, assigns, transfers or otherwise disposes of any property or assets (whether now owned or hereafter acquired) to any other Person, in each case, whether or not the consideration therefor consists of cash, securities or other assets owned by the acquiring Person.

“Disposition Permitted Uses” has the meaning set forth in Section 2.05(c)(v).

“Dollar,” “Dollars” and the symbol “$” each means lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary of any Person that is not a CFC.

“Effective Date” means August 31, 2005.

“Employee Plan” means an employee benefit plan (other than a Multiemployer Plan) covered by Title IV of ERISA and maintained (or that was maintained at any time during the six (6) calendar years preceding the date of any borrowing hereunder) for employees of any Loan Party or any of its ERISA Affiliates.

“Environmental Actions” means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter or other written communication received by the Parent or any of its Subsidiaries from any Governmental Authority involving violations of Environmental Laws or Releases of Hazardous Materials (i) from or onto any assets, properties or businesses of any Loan Party or any of its Subsidiaries or any predecessor in interest; or (ii) onto any facilities which received Hazardous Materials generated by any Loan Party or any of its Subsidiaries or any predecessor in interest.

“Environmental Laws” means the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 1801, et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901, et seq.), the Federal Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.) and the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), as such laws may be amended or otherwise modified from time to time, and any other present or future federal, state, local or foreign statute, ordinance, rule, regulation, order, judgment, decree, permit, license or other binding determination of any Governmental Authority imposing liability or establishing standards of conduct for protection of the environment or other government restrictions relating to the protection of the environment or the release, emission, deposit, discharge, leaching, migration or spill of any Hazardous Materials into the environment.

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“Environmental Liabilities and Costs” means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants and costs of investigations and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which relate to any environmental condition or a Release of Hazardous Materials from or onto (i) any property currently or formerly owned by any Loan Party or any of its Subsidiaries or (ii) any facility which received Hazardous Materials generated by any Loan Party or any of its Subsidiaries.

“Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, and regulations thereunder, in each case, as in effect from time to time. References to sections of ERISA shall be construed also to refer to any successor sections.

“ERISA Affiliate” means, with respect to any Person, any trade or business (whether or not incorporated) which is a member of a group of which such Person is a member and which would be deemed to be a “controlled group” or an “affiliated service group” within the meaning of Sections 414(b), (c), (m) and (o) of the IRC.

“Event of Default” means any of the events set forth in Section 9.01.

“Excess Cash Flow” means, with respect to any Person for any period, (i) Consolidated EBITDA of such Person and its Subsidiaries for such period, minus (ii) the sum of (A) all scheduled and mandatory payments made in cash during such period on any Indebtedness of such Person or any of its Subsidiaries to the extent such Indebtedness is permitted to be incurred, and such payments are permitted to be made, under this Agreement (but, in the case of revolving loans, only to the extent that the revolving credit commitment with respect thereto is permanently reduced by the amount of such payments), (B) the cash portion of Capital Expenditures made by such Person and its Subsidiaries during such period to the extent permitted to be made under this Agreement, (C) payments of taxes made in cash by such Person and its Subsidiaries during such period, (D) interest payments made in cash during such period on any Indebtedness of such Person or its Subsidiaries permitted hereunder, (E) loan servicing fees paid in cash during such period pursuant paragraph c of the Fee Letter, (F) cash payments from earn-outs, (G) reasonable transaction related fees and expenses incurred in connection with a Qualified IPO or any other public offering of securities by the Parent and paid in cash during such period, and (H) to the extent not already excluded from the calculation of Consolidated EBITDA, (x) the amount of all non-cash credits included in arriving at Consolidated EBITDA for such period, (y) the aggregate amount of non-cash gains from Permitted Dispositions during such period (other than sales of Inventory in the ordinary course of business), and (z) proceeds from Permitted Dispositions applied for Disposition Permitted Uses in accordance with Section 2.05(c)(v) during such period; provided that for the purposes of calculating Excess Cash Flow for the Fiscal Year ending December 31, 2007, the foregoing amounts shall be calculated for the period commencing on the Restatement Effective Date and ending on December 31, 2007.

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“Excess Cash Flow Consideration” has the meaning set forth in clause (c) of the definition of Permitted Acquisitions.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Revolving Loans” has the meaning specified therefor in Section 2.01(a).

“Extraordinary Receipts” means any cash received by the Parent or any of its Subsidiaries not in the ordinary course of business, including, without limitation, (i) pension plan reversions, (ii) proceeds of insurance, (iii) judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action, (iv) condemnation awards (and payments in lieu thereof), (v) indemnity payments and (vi) any purchase price adjustment received in connection with any purchase agreement; provided that, Extraordinary Receipts shall not include proceeds from any of the matters described in Section 2.05(c)(v), (vi), (vii), or (ix).

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal to, for each day during such period, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letter” means that certain fee letter, dated as of even date herewith, among the Borrower and the Collateral Agent.

“Final Maturity Date” means March 21, 2012, or such earlier date on which the Loans shall become due and payable in accordance with the terms of this Agreement and the other Loan Documents.

“Financial Statements” means (i) the audited consolidated balance sheet of the Borrower and its Subsidiaries for the Fiscal Year ended December 31, 2005, and the related consolidated statement of operations, shareholders’ equity and cash flows for the Fiscal Year then ended, and (ii) (A) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries for the 12 months ended December 31, 2006, and the related consolidated statement of operations and cash flows for the 12 months then ended, and (B) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries for the month ended January 31, 2007, and the related consolidated statement of operations and cash flows for the month then ended.

“Fiscal Year” means the fiscal year of the Parent and its Subsidiaries ending on December 31 of each year.

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of (i) the Consolidated EBITDA of such Person and its Subsidiaries for such period minus (A) all income tax expense (as determined under GAAP) (other than any portion of

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income tax expense attributable to a change in the deferred tax valuation allowance) of such Person and its Subsidiaries for such period, to the extent that the amount of such liabilities is greater than zero minus (B) Capital Expenditures made by such Person and its Subsidiaries during such period to (ii) the sum of (A) all scheduled principal of Indebtedness of such Person and its Subsidiaries required to be paid during such period and, without duplication, all scheduled commitment reductions occurring during such period plus (B) Consolidated Net Interest Expense (excluding, to the extent applicable, charges relating to the closing fee paid pursuant paragraph a of the Fee Letter) of such Person and its Subsidiaries for such period.

“Flow of Funds Agreement” means that certain Flow of Funds Agreement, dated of even date herewith, by and among the the Loan Parties, the Agents, and the Lenders.

“GA” means General Atlantic Partners 79, L.P., a Delaware limited partnership.

“GAAP” means generally accepted accounting principles in effect from time to time in the United States, applied on a consistent basis, provided that for the purpose of Section 7.03 hereof and the definitions used therein, “GAAP” shall mean generally accepted accounting principles in effect on the date hereof and consistent with those used in the preparation of the Financial Statements, provided, further, that if there occurs after the date of this Agreement any Accounting Change that affects in any respect the calculation of any financial covenant, standard, or term herein, the Collateral Agent and the Borrower shall negotiate in good faith amendments to the provisions of this Agreement that relate to the calculation of such financial covenant, standard, or term with the intent of having the respective positions of the Lenders and the Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon, the financial covenants, standards, and terms herein shall be calculated as if no such Accounting Change has occurred.

“Governmental Authority” means any nation or government, any Federal, state, city, town, municipality, county, local or other political subdivision thereof or thereto and any department, commission, board, bureau, instrumentality, agency or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guaranteed Obligations” has the meaning specified therefor in Section 11.01.

“Guarantor” (i) has the meaning specified therefor in the preamble to this Agreement, and (ii) means each other Person which guarantees, pursuant to Section 7.01(b) or otherwise, all or any part of the Obligations.

“Guaranty” means (i) the guaranty of each Guarantor party hereto contained in Article XI hereof, and (ii) each guaranty made by any other Guarantor in favor of the Collateral Agent for the benefit of the Lenders and the Hedging Providers pursuant to the requirements of Section 7.01(b) or otherwise.

“Hazardous Materials” means (a) any element, compound or chemical that is defined, listed or otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or hazardous substance, extremely hazardous substance or chemical, hazardous waste, special

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waste, or solid waste under Environmental Laws or that is likely to cause immediately, or at some future time, harm to or have an adverse effect on, the environment or risk to human health or safety, including, without limitation, any pollutant, contaminant, waste, hazardous waste, toxic substance or dangerous good which is defined or identified in any Environmental Law and which is present in the environment in such quantity or state that it contravenes any Environmental Law; (b) petroleum and its refined products; (c) polychlorinated biphenyls; (d) any substance exhibiting a hazardous waste characteristic, including, without limitation, corrosivity, ignitability, toxicity or reactivity as well as any radioactive or explosive materials; and (e) any raw materials, building components (including, without limitation, asbestos-containing materials) and manufactured products containing hazardous substances listed or classified as such under Environmental Laws.

“Hedging Agreement” means any interest rate, foreign currency, commodity or equity swap, collar, cap, floor or forward rate agreement, or other agreement or arrangement designed to protect against fluctuations in interest rates or currency, commodity or equity values (including, without limitation, any option with respect to any of the foregoing and any combination of the foregoing agreements or arrangements), and any confirmation executed in connection with any such agreement or arrangement.

“Hedging Obligations” means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by a Loan Party to any Hedging Provider pursuant to or evidenced by the Secured Hedging Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising.

“Hedging Provider” means any Person who was a Lender at the time such Person entered into a Hedging Agreement with any Loan Party.”

“Hedging Reserve” means, as of any date of determination, the lesser of (a) $7,500,000, and (b) the amount of reserves that Collateral Agent has established based upon the Hedging Providers’ reasonable determination of the credit exposure under the Secured Hedging Agreements; provided, however, that in order to qualify as a Hedging Reserve, such reserve must be established at or about the time that the Hedging Provider first provides services under the applicable Secured Hedging Agreement. For the avoidance of doubt, the Hedging Reserve shall be $0 at any time that there are no Secured Hedging Agreements in effect or in place.

“Highest Lawful Rate” means, with respect to any Agent or any Lender, the maximum non-usurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Obligations under laws applicable to such Agent or such Lender which are currently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum non-usurious interest rate than applicable laws now allow.

“Indebtedness” means, with respect to any Person, without duplication, (i) all indebtedness of such Person for borrowed money; (ii) all obligations of such Person for the deferred purchase price of property or services (other than trade payables or other accounts

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payable incurred in the ordinary course of such Person’s business and not outstanding for more than 120 days after the date such payable was created (or, in accordance with the payment terms of such payable so long as such payment terms do not exceed 150 days)); (iii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments or upon which interest payments are customarily made; (iv) all reimbursement, payment or other obligations and liabilities of such Person created or arising under any conditional sales or other title retention agreement with respect to property used and/or acquired by such Person, even though the rights and remedies of the lessor, seller and/or lender thereunder may be limited to repossession or sale of such property; (v) all Capitalized Lease Obligations of such Person; (vi) all obligations and liabilities, contingent or otherwise, of such Person, in respect of letters of credit, acceptances and similar facilities; (vii) for the purposes of Sections 7.02(b) and 9.01(e) only, all obligations and liabilities, calculated in accordance with customary practices, of such Person under Hedging Agreements; (viii) all Contingent Obligations; (ix) liabilities incurred under Title IV of ERISA with respect to any plan (other than a Multiemployer Plan) covered by Title IV of ERISA and maintained for employees of such Person or any of its ERISA Affiliates; (x) withdrawal liability incurred under ERISA by such Person or any of its ERISA Affiliates with respect to any Multiemployer Plan; and (xi) all obligations referred to in clauses (i) through (x) of this definition of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien upon property owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness (but only to the extent of the value of such property if such Indebtedness is non-recourse to such Person). The Indebtedness of any Person shall include the Indebtedness of any partnership of or joint venture in which such Person is a general partner or a joint venturer if such Person is liable for the obligations of such partnership or joint venture.

“Indemnified Matters” has the meaning specified therefor in Section 12.16.

“Indemnitees” has the meaning specified therefor in Section 12.16.

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

“Intercompany Subordination Agreement” means the Intercompany Subordination Agreement, dated as of the Effective Date, duly executed by each of the Loan Parties, substantially in the form of Exhibit I-1.

“Interest Period” means, with respect to each LIBOR Rate Loan, a period commencing on the date of the making of such LIBOR Rate Loan and ending 1, 2, 3, or 6 months thereafter; provided, however, that (a) if any Interest Period would end on a day that is not a Business Day, such Interest Period shall be extended (subject to clauses (c)-(e) below) to the next succeeding Business Day, (b) interest shall accrue at the applicable rate based upon the LIBOR Rate from and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires, (c) any Interest Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day

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falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (d) with respect to an Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period), the Interest Period shall end on the last Business Day of the calendar month that is 1, 2, 3, or 6 months after the date on which the Interest Period began, as applicable, and (e) the Borrower may not elect an Interest Period which will end after the Final Maturity Date.

“IRC” means the Internal Revenue Code of 1986, as amended (or any successor statute thereto) and the regulations thereunder.

“Inventory” means all of each of the Loan Parties’ now owned and/or hereafter acquired right, title, and interest with respect to inventory as defined in the Code.

“Jobsinthemoney” means Jobsinthemoney.com, Inc., a Delaware corporation.

“Jobsinthemoney EBITDA” means, with respect to Jobsinthemoney for any period, the Jobsinthemoney Net Income for such period, plus without duplication, the sum of the following amounts of Jobsinthemoney for such period and to the extent deducted in determining Jobsinthemoney Net Income for such period, in each case as determined in accordance with GAAP: (i) Jobsinthemoney Interest Expense, (ii) net income tax expense, (iii) depreciation expense, (iv) amortization expense, (v) writeoff of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness of Jobsinthemoney (including the Loans), (vi) any non-cash charges associated with any impairment and disposal of long-lived assets pursuant to FAS 144, (vii) [intentionally omitted], (viii) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (ix) any extraordinary or non-recurring non-cash expenses or losses (in the current period or any future period), including, whether or not otherwise includable as a separate item in the statement of such Jobsinthemoney Net Income for such period, non-cash losses on sales of assets outside of the ordinary course of business, (x) reasonable transaction related fees and expenses incurred reasonably contemporaneously with the Restatement Effective Date by Jobsinthemoney and in connection with the transactions contemplated hereby in an aggregate amount not to exceed $50,000, (xi) writeoff of non-cash deferred revenue in connection with purchase accounting applied in respect of any acquisition permitted hereunder (it being understood that such non-cash deferred revenue shall be recognized in such period(s) as it would have been recognized but for the such acquisition), (xii) writeoff of non-cash stock compensation expense, if any, and (xiii) business interruption insurance proceeds to the extent not already included in Jobsinthemoney Net Income, minus, to the extent included in Jobsinthemoney Net Income for such period, the sum of, in each case as determined in accordance with GAAP, (a) any extraordinary or non-recurring non-cash income or gains (including, whether or not otherwise includable as a separate item in the statement of Jobsinthemoney Net Income for such period, gains on Dispositions outside of the ordinary course of business), (b) any other non-cash income, (c) effects of discontinued operations, (d) interest that is paid-in-kind, or (e) any tax refunds, tax receivables, net operating loses or other net tax benefits received or receivable during such period on account of any prior period.

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“Jobsinthemoney Net Income” means, with respect to Jobsinthemoney for any period, the net income (loss) of Jobsinthemoney for such period, determined in accordance with GAAP.

“Jobsinthemoney Net Interest Expense” means, with respect to Jobsinthemoney for any period, gross interest expense (including that attributable to Capital Lease Obligations) of Jobsinthemoney for such period determined in accordance with GAAP (including, without limitation, interest expense paid to Affiliates of Jobsinthemoney), less (i) the sum of (a) interest income of Jobsinthemoney for such period and (b) gains of Jobsinthemoney for such period on Hedging Agreements (to the extent not included in interest income above and to the extent not deducted in the calculation of gross interest expense), plus (ii) the sum of (a) losses of Jobsinthemoney for such period on Hedging Agreements (to the extent not included in such gross interest expense) and (b) the upfront costs or fees of Jobsinthemoney for such period associated with Hedging Agreements (to the extent not included in such gross interest expense), in each case, determined in accordance with GAAP.

“Lender” has the meaning specified therefor in the preamble hereto.

“LIBOR Deadline” has the meaning set forth in Section 2.04(d)(ii)(A).

“LIBOR Notice” means a written notice in the form of Exhibit L-1.

“LIBOR Option” has the meaning specified therefor in Section 2.04(d)(i).

“LIBOR Rate” means, for each Interest Period for each LIBOR Rate Loan, the greater of (a) the rate per annum determined by Administrative Agent (rounded upwards, if necessary, to the next 1/100%) by dividing (i) the Base LIBOR Rate for such Interest Period, by (ii) 100% minus the Reserve Percentage, and (b) 3.00 percentage points per annum. The LIBOR Rate shall be adjusted on and as of the effective day of any change in the Reserve Percentage.

“LIBOR Rate Loan” means each portion of a Loan that bears interest at a rate determined by reference to the LIBOR Rate.

“Lien” means any mortgage, deed of trust, pledge, lien (statutory or otherwise), security interest, charge or other encumbrance or security or preferential arrangement of any nature, including, without limitation, any conditional sale or title retention arrangement, and any assignment, deposit arrangement or financing lease intended as, or having the effect of, security.

“Loan” means the Term Loan or any Revolving Loan made by an Agent or a Lender to the Borrower pursuant to Article II hereof.

“Loan Account” means an account maintained hereunder by the Administrative Agent on its books of account at the Payment Office, and with respect to the Borrower, in which the Borrower will be charged with all Loans made to, and all other Obligations incurred by, the Borrower.

“Loan Document” means this Agreement, any Guaranty, any Security Agreement, any Mortgage, the Fee Letter, the Intercompany Subordination Agreement, the Ratification

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Agreement, the Secured Hedging Agreements, and any other agreement, instrument, and other document executed and delivered pursuant hereto or thereto or otherwise evidencing or securing any Loan, or any other Obligation.

“Loan Party” means the Borrower or any Guarantor.

“Material Adverse Effect” means a material adverse effect on any of (i) the condition (financial or otherwise), business, results of operation, assets, or liabilities of the Loan Parties taken as a whole, (ii) the ability of any Loan Party to perform any of its obligations under any Loan Document to which it is a party, (iii) the legality, validity or enforceability of this Agreement or any other Loan Document, (iv) the rights and remedies of any Agent or any Lender under any Loan Document, or (v) the validity, perfection or priority of a Lien in favor of the Collateral Agent for the benefit of the Lenders and the Hedging Providers on any of the Collateral; provided, however, that in no event shall any of the following be deemed, in and of itself, to constitute or have caused a Material Adverse Effect: (a) changes in general economic or political conditions or the financing or capital markets in general or changes in currency exchange rates, in each case, to the extent the Parent and its Subsidiaries, taken as a whole, are not disproportionately affected thereby; (b) changes affecting generally the industries or markets in which the Parent or any of its Subsidiaries conducts business to the extent the Parent and its Subsidiaries, taken as a whole, are not disproportionately affected thereby; or (c) any natural disaster or any acts of terrorism, sabotage, military action or war (whether or not declared) or any escalation or worsening thereof that does not disproportionately impact the Parent and its Subsidiaries, taken as a whole.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage” means a fee mortgage, deed of trust or deed to secure debt, in form and substance reasonably satisfactory to the Collateral Agent, made by a Loan Party in favor of the Collateral Agent for the benefit of the Lenders and the Hedging Providers, securing the Obligations and delivered to the Collateral Agent pursuant to the provisions hereof or otherwise.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which any Loan Party or any of its ERISA Affiliates has contributed to, or has been obligated to contribute, at any time during the preceding six (6) years.

“Net Cash Proceeds” means, (i) with respect to any Disposition by any Person, the amount of cash received (directly or indirectly) from time to time (whether as initial consideration or through the payment or disposition of deferred consideration) by or on behalf of such Person, in connection therewith after deducting therefrom only (A) the amount of any Indebtedness secured by any Permitted Lien on any asset (other than Indebtedness assumed by the purchaser of such asset) which is required to be, and is, repaid in connection with such Disposition (other than Indebtedness under this Agreement), (B) expenses related thereto incurred by such Person in connection therewith (including, but not limited to, reasonable attorneys’ fees, reasonable accountants fees, reasonable investment banking fees, and other reasonable customary fees and expenses actually incurred in connection therewith), (C) transfer taxes paid by such Person in connection therewith, and (D) net income taxes to be paid in connection with such Disposition (after taking into account any available tax credits or

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deductions and any tax sharing arrangements) and (ii) with respect to the issuance or incurrence of any Indebtedness by any Person or any of its Subsidiaries, or the sale or issuance by any Person of any shares of its Capital Stock, the aggregate amount of cash received (directly or indirectly) from time to time (whether as initial consideration or through the payment or disposition of deferred consideration) by or on behalf of such Person in connection therewith, after deducting therefrom only (A) expenses related thereto incurred by such Person in connection therewith (including, but not limited to, reasonable attorneys’ fees, reasonable accountants fees, reasonable investment banking fees, and other reasonable customary fees and expenses actually incurred in connection therewith), (B) transfer taxes paid by such Person in connection therewith and (C) net income taxes to be paid in connection therewith (after taking into account any available tax credits or deductions and any tax sharing arrangements); in each case of clause (i) and (ii) to the extent, but only to the extent, that the amounts so deducted are (x) actually paid to a Person that, except in the case of reasonable out-of-pocket expenses, is not an Affiliate of such Person or any of its Subsidiaries and (y) properly attributable to such transaction or to the asset that is the subject thereof.

“Non-Excess Cash Flow Consideration” has the meaning set forth in clause (c) of the definition of Permitted Acquisition.

“Notice of Borrowing” has the meaning specified therefor in Section 2.02(a).

“Obligations” means (a) all present and future indebtedness, obligations, and liabilities of each Loan Party to the Agents and the Lenders, or any of them, under the Loan Documents, whether or not the right of payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured, unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding referred to in Section 9.01, and (b) all Hedging Obligations. Without limiting the generality of the foregoing, the Obligations of each Loan Party under the Loan Documents include (i) the obligation (irrespective of whether a claim therefor is allowed in any Insolvency Proceeding) to pay principal, interest, charges, expenses, fees, reasonable attorneys fees and disbursements, indemnities and other amounts payable by such Person under the Loan Documents, and (ii) the obligation of such Person to reimburse any amount in respect of any of the foregoing that any Agent or any Lender (in its reasonable discretion) may elect to pay or advance on behalf of such Person.

“Operating Lease Obligations” means all obligations for the payment of rent for any real or personal property under leases or agreements to lease, other than Capitalized Lease Obligations.

“Original Financing Agreement” has the meaning specified therefor in the recitals hereto.

“Original Loan Documents” has the meaning specified therefor in Section 12.23.

“Other Taxes” has the meaning specified therefor in Section 2.08(a)(iii).

“Parent” has the meaning specified therefor in the preamble hereto.

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“Participant Register” has the meaning specified therefor in Section 12.08(g).

“Payment Office” means the Administrative Agent’s office located at 299 Park Avenue, 24th Floor, New York, New York 10171, or at such other office or offices of the Administrative Agent as may be designated in writing from time to time by the Administrative Agent to the Collateral Agent and the Borrower.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Permits” has the meaning specified therefor in Section 6.01(n).

“Permitted Acquisition” means any Acquisition so long as:

(a) no Default or Event of Default shall have occurred and be continuing or would result from the consummation of the proposed Acquisition;

(b) the assets being acquired, or the Person whose Capital Stock is being acquired, (i) are useful in or engaged in, as applicable, the business of the Parent and its Subsidiaries or a business reasonably related thereto, and (ii) unless the consideration for the proposed Acquisition is payable solely with Non-Excess Cash Flow Consideration, shall be located within or organized in, as applicable, (A) the United States, Canada, or the United Kingdom, or (B) Japan or any member state of the European Union other than the United Kingdom (a “Japan/EU Acquisition”) so long as the financial statements most recently delivered by the Parent to the Agents reflect that the Senior Leverage Ratio of the Parent and its Subsidiaries is less than 3.50:1.00 and so long as the Senior Leverage Ratio of the Parent and its Subsidiaries would be less than 3.50:1.00 after giving effect to the proposed Japan/EU Acquisition;

(c) the consideration for the proposed Acquisition shall be payable (i) with the proceeds of the contemporaneous sale of the Capital Stock of the Parent, the proceeds of the issuance of Subordinated Indebtedness, or the proceeds from a Permitted Disposition that are not required to be used to prepay the Loans pursuant to Section 2.05(c)(v) (the “Non-Excess Cash Flow Consideration”), or (ii) from a source other than the proceeds of the contemporaneous sale of the Capital Stock of the Parent, the proceeds of the issuance of Subordinated Indebtedness, or the proceeds from a Permitted Disposition, in an amount equal to the Excess Cash Flow of the Parent and its Subsidiaries that is not required to be used to prepay the Loans pursuant to Section 2.05(c)(iv) (the “Excess Cash Flow Consideration”) so long as (A) the total value of the Excess Cash Flow Consideration for all Permitted Acquisitions (including the proposed Acquisition) in any Fiscal Year does not exceed $20,000,000 in the aggregate; provided that if the total value of the Excess Cash Flow Consideration in such Fiscal Year is less than $20,000,000, the unused portion may be carried forward and used in subsequent Fiscal Years until such unused portion is exhausted; provided further that the total value of the Excess Cash Flow Consideration for all Japan/EU Acquisitions (including the proposed Japan/EU Acquisition) in such Fiscal Year shall not exceed $10,000,000 (it being understood and agreed that any Excess Cash Flow Consideration for a Japan/EU Acquisition counts against the $20,000,000 basket set forth in this clause (A)), and (B) the total value of the Excess Cash

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Flow Consideration for all Permitted Acquisitions (including the proposed Acquisition) does not exceed $50,000,000 during the term of this Agreement; provided that the total value of the Excess Cash Flow Consideration for all Japan/EU Acquisitions (including the proposed Japan/EU Acquisition) does not exceed $25,000,000 during the term of this Agreement (it being understood and agreed that any Excess Cash Flow Consideration for a Japan/EU Acquisition counts against the $50,000,000 basket set forth in this clause (B));

(d) the Parent has provided Agents with written confirmation, supported by reasonably detailed calculations, in each case which are in form and substance reasonably satisfactory to Agents, that on a pro forma basis, created by adding the historical combined financial statements of the Parent (including the combined financial statements of any other Person or assets that were the subject of a prior Permitted Acquisition during the relevant period) to the historical consolidated financial statements of the Person to be acquired (or the historical financial statements related to the assets to be acquired) pursuant to the proposed Acquisition (adjusted to eliminate expense items that would not have been incurred and include income items that would have been recognized, in each case, if the combination had been accomplished at the beginning of the relevant period; such eliminations and inclusions to be mutually agreed upon by the Parent and Agents), the Loan Parties would have been in compliance with the financial covenants in Section 7.03(a) for the 12 months ending as of the fiscal quarter of the Parent ended immediately prior to the proposed date of consummation of such proposed Acquisition for which there are available financial statements;

(e) in the case of an Asset Acquisition, the subject assets are being acquired by the Borrower or a Domestic Subsidiary of the Borrower, and the applicable Person shall have executed and delivered or authorized, as applicable, any and all security agreements, financing statements, fixture filings, and other documentation reasonably requested by Agents in order to include the newly acquired assets within the Collateral;

(f) in the case of a Stock Acquisition, (i) the subject Capital Stock is being acquired in such Acquisition directly by the Borrower or a Domestic Subsidiary of the Borrower, (ii) the relevant Loan Party shall have executed and delivered a pledge agreement respecting the Capital Stock being acquired and shall have delivered (or shall agree to promptly deliver) to Collateral Agent possession of the original stock certificates respecting all of the issued and outstanding shares of Capital Stock of such acquired Person and its Subsidiaries, together with stock powers with respect thereto endorsed in blank; provided that if such Person is a CFC, the relevant Loan Party shall have delivered (or shall agree to promptly deliver) to Collateral Agent possession of the original stock certificates respecting 65% of the outstanding voting Capital Stock of such Person, together with stock powers with respect thereto endorsed in blank, and (iii) the relevant Loan Party shall have caused such acquired Person and each of its Subsidiaries to execute and deliver a joinder to either this Agreement or a Guaranty as a Guarantor in order to make such Person a party hereto or thereto, together with any and all security agreements, financing statements, fixture filings, and other documentation reasonably requested by Agents in order to cause such acquired Person and each of its Subsidiaries to be obligated with respect to the Obligations (or the Secured Obligations under, and as defined in, the Security Agreement) and to include the assets of the acquired Person and its Subsidiaries within the Collateral; provided that none of the documents described in this clause (iii) shall be required to be provided to Collateral Agent if such Person is a CFC;

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(g) any Indebtedness or Liens assumed in connection with such Acquisition are otherwise permitted under Section 7.02(a) or 7.02(b), respectively;

(h) such Acquisition shall be consensual and shall have been approved by the board of directors (or such other managing body) of the Person whose Capital Stock or assets are proposed to be acquired and shall not have been preceded by an unsolicited tender offer for such Capital Stock by, or proxy contest initiated by, the Parent or any of its Subsidiaries;

(i) the Parent shall have delivered (i) projections for the Person whose Capital Stock or assets are proposed to be acquired, (ii) updated pro forma Projections for the Parent and its Subsidiaries evidencing compliance on a pro forma basis with Section 7.03(a) for the 12 calendar months following the date of such Acquisition (on a quarter-by-quarter basis), in form and content reasonably acceptable to Agent, and (iii) updated disclosure schedules to this Agreement and to each of the other Loan Documents solely with respect to such Acquisition (to the extent not prohibited by the terms hereof and thereof), as applicable; provided, that (A) in no event may any disclosure schedule be updated in a manner that would reflect or evidence a Default or Event of Default and (B) any determination of Consolidated EBITDA of the Parent and its Subsidiaries for such 12 calendar month period shall include only such post-acquisition cost saving adjustments which are mutually agreed upon by the Borrower and Agent;

(j) the aggregate amount of the sum of Availability and Qualified Cash shall equal or exceed $5,000,000, both immediately prior to and immediately after giving effect to such Acquisition; and

(k) (i) the total value of all consideration for any single Permitted Acquisition that is not a Japan/EU Acquisition (whether consummated pursuant to one transaction or pursuant to a series of related transactions) does not exceed $50,000,000 in the aggregate, (ii) the total value of all consideration for any single Japan/EU Acquisition (whether consummated pursuant to one transaction or pursuant to a series of related transactions) does not exceed $25,000,000 in the aggregate, and (iii) the total value of all consideration paid or payable by the Loan Parties for all Permitted Acquisitions (including the proposed Acquisition) does not exceed $100,000,000 in the aggregate during the term of this Agreement; provided that the total value of all consideration paid or payable by the Loan Parties for all Japan/EU Acquisitions (including the proposed Japan/EU Acquisition) does not exceed $50,000,000 in the aggregate during the term of this Agreement (it being understood and agreed that any consideration for a Japan/EU Acquisition counts against the $100,000,000 basket set forth in this clause (iii)).

“Permitted Acquisition Disposition” has the meaning set forth in clause (e) of the definition of Permitted Dispositions.

“Permitted Dispositions” means (a) Dispositions of Inventory to buyers in the ordinary course of business, (b) Dispositions of obsolete or worn-out equipment in the ordinary course of business, (c) Dispositions of tangible assets for cash in an aggregate amount not less than 75% of the fair market value of such property or assets, provided that the Net Cash Proceeds of such Dispositions in the case of clauses (b) and (c) do not exceed $500,000 in the aggregate in any twelve-month period, (d) Dispositions of assets for cash in an aggregate amount not less than

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the fair market value of such assets so long as (i) no Default or Event of Default shall have occurred and be continuing or would result from the consummation of the proposed Disposition, and (ii) the amount of proceeds received in respect of all Dispositions under this clause (d) (including the proposed Disposition) is less than $3,000,000 in the aggregate during the term of this Agreement, (e) Dispositions of assets acquired pursuant to a Permitted Acquisition that was consummated no longer than 12 months before the date of the proposed Disposition (the “Subject Permitted Acquisition”) so long as (i) no Default or Event of Default shall have occurred and be continuing or would result from the consummation of the proposed Disposition, (ii) the consideration received for such assets is at least equal to the fair market value thereof, and (iii) the assets to be so disposed are readily identifiable as assets acquired pursuant to the Subject Permitted Acquisition (any Disposition which meets the foregoing criteria, a “Permitted Acquisition Disposition”), (f) the use or transfer of money or Cash Equivalents by the Parent and its Subsidiaries in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents, (g) the licensing by the Parent and its Subsidiaries, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business, (h) the granting of leases or subleases to other Persons not materially interfering with the conduct of business of any of the Loan Parties, (i) the sale or issuance of (i) the Capital Stock of any Subsidiary of the Parent to the Borrower (so long as such sale or issuance is made subject to Collateral Agent’s Liens (if any) on such Capital Stock), (ii) the Borrower’s Capital Stock to the Parent (so long as such sale or issuance is made subject to Collateral Agent’s Liens on such Capital Stock), or (iii) the Capital Stock of any Subsidiary of the Parent that is not a Loan Party (and that is not required to become a Loan Party pursuant to any Loan Document) to another Subsidiary of the Parent that is not a Loan Party (so long as such sale or issuance is made subject to Collateral Agent’s Liens (if any) on such Capital Stock), (j) the Disposition of assets or properties of (i) a Subsidiary of the Parent (other than the Borrower) to any Loan Party, (ii) any Subsidiary of the Parent that is not a Loan Party (and that is not required to become a Loan Party pursuant to any Loan Document) to another Subsidiary of the Parent that is not a Loan Party, or (iii) any Loan Party to any Subsidiary of the Parent that is not a Loan Party so long as (A) no Default or Event of Default shall have occurred and be continuing or would result from the consummation of the proposed Disposition, and (B) the amount of proceeds received in respect of all Dispositions made pursuant to this clause (j)(iii) (including the proposed Disposition) is less than $2,500,000 in the aggregate during the term of this Agreement; provided that the foregoing number set forth in this clause (j)(iii) shall increase to $5,000,000 on the first date upon which the Jobinthemoney EBITDA is greater than $5,000,000 for the period of 12 consecutive months most recently ended, or (k) the dissolution or winding-up of Measure Up, Inc. regardless of where the assets are transferred.

“Permitted Holders” means the Sponsor and each of its Affiliates.

“Permitted Indebtedness” means:

(a) any Indebtedness owing to any Agent and any Lender under this Agreement and the other Loan Documents;

(b) Indebtedness listed on Schedule 7.02(b), and the extension of maturity, refinancing or modification of the terms thereof; provided, however, that (i) such extension, refinancing or modification is pursuant to terms that are not less favorable to the Loan

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Parties and the Lenders than the terms of the Indebtedness being extended, refinanced or modified and (ii) after giving effect to such extension, refinancing or modification, the principal amount of such Indebtedness is not greater than the principal amount of Indebtedness outstanding immediately prior to such extension, refinancing or modification plus accrued interest thereon and the fees incurred in connection with the extension, refinancing, or modification;

(c) Indebtedness evidenced by Capitalized Lease Obligations entered into in order to finance Capital Expenditures made by the Loan Parties in accordance with the provisions of Section 7.02(g), the principal amount of which Indebtedness, when aggregated with the principal amount of all Indebtedness incurred under this clause (c) and clause (d) of this definition, does not exceed $2,000,000 at any time outstanding;

(d) purchase money Indebtedness incurred to enable a Loan Party to acquire equipment in the ordinary course of its business, the principal amount of which Indebtedness, when aggregated with the principal amount of all Indebtedness incurred under this clause (d) and clause (c) of this definition, does not exceed $2,000,000 at any time outstanding;

(e) Indebtedness permitted under Section 7.02(e);

(f) Indebtedness of the Parent or any of its Subsidiaries under any Hedging Agreement so long as such Hedging Agreements are used solely as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market operations and not as a means to speculate for investment purposes on trends and shifts in financial or commodities markets;

(g) Subordinated Debt;

(h) Indebtedness in respect of insurance premium finance arrangements, provided that, such Indebtedness is incurred in the ordinary course of business of a Loan Party, consistent with past practice; and

(i) unsecured Indebtedness of the Parent and its Subsidiaries owing to a Person other than the Permitted Holders in an aggregate amount not to exceed $1,000,000 at any time outstanding.

“Permitted Investments” means (i) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by any agency or instrumentality thereof and backed by the full faith and credit of the United States, in each case, maturing within 3 years from the date of acquisition thereof and acquired consistent with past practices of the Loan Parties; (ii) commercial paper, maturing not more than 270 days after the date of issue rated P 1 by Moody’s or A 1 by Standard & Poor’s; (iii) certificates of deposit maturing not more than 1 year after the date of issue, issued by commercial banking institutions and money market or demand deposit accounts maintained at commercial banking institutions, each of which is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000; (iv) repurchase agreements having maturities of not more than 90 days from the date of acquisition which are entered into with banks included in the commercial banking institutions described in clause (iii) above and which

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are secured by marketable direct obligations of the United States Government or any agency thereof, (v) money market accounts maintained with mutual funds having assets in excess of $2,500,000,000; (vi) tax exempt securities rated A or better by Moody’s or A+ or better by Standard & Poor’s; (vii) extensions of trade credit in the ordinary course of business; (viii) shares of stock, obligations or other securities (A) received in settlement of claims arising in the ordinary course of business or (B) purchased with tax efficiency objectives so long as (y) the aggregate amount invested in all shares of stock, obligations or other securities purchased pursuant to this clause (viii)(B) shall not exceed $120,000 at any one time and (z) such purchases are consistent with past practices; (ix) other investments outstanding on the date hereof and listed on Schedule 7.02(e) hereto, but not any increase in the amount thereof as set forth in such Schedule or any other modification of the terms thereof; (x) receivables owing to the Borrower or any Subsidiary of the Borrower if created or acquired in the ordinary course of business; (xi) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (xii) investments or loans by (A) the Parent in or to the Borrower so long as the right to any payment or repayment of which has been subordinated to the Obligations, (B) any Domestic Subsidiary of the Parent (other than the Borrower) in or to the Borrower so long as the right to any payment or repayment of which (to the extent that the obligor is a Loan Party) has been subordinated to the Obligations, (C) any Domestic Subsidiary of the Parent (other than the Borrower) in or to another Domestic Subsidiary of the Parent that is a Guarantor (other than Measure Up, Inc.) so long as the right to any payment or repayment of which (to the extent that the obligor is a Loan Party) has been subordinated to the Obligations, (D) any Subsidiary of the Parent that is not a Loan Party (and that is not required to become a Loan Party pursuant to any Loan Document) in or to another Subsidiary of the Parent (other than Measure Up, Inc.) so long as the right to any payment or repayment of which (to the extent that the obligor is a Loan Party) has been subordinated to the Obligations, or (E) any Loan Party in or to any Subsidiary of the Parent that is not a Loan Party so long as the aggregate amount of such investments or loans outstanding at any time (net of any repayment thereof) does not exceed, as of any date of determination, the result of (y) $2,500,000 minus (z) the aggregate amount of proceeds received by the Loan Parties in respect of all Dispositions made pursuant to clause (j)(iii) of the definition of Permitted Dispositions as of such date; provided that the foregoing number set forth in this clause (xii)(E) shall increase to $5,000,000 on the first date upon which the Jobinthemoney EBITDA is greater than $5,000,000 for the period of 12 consecutive months most recently ended and so long as the right to any payment or repayment of which (to the extent that the obligor is a Loan Party) has been subordinated to the Obligations; (xiii) investments in Cash and Cash Equivalents; (xiv) Contingent Obligations permitted under Section 7.02(b); (xv) loans and advances to employees of any Loan Party in the ordinary course of business (including, but not limited to, loans an advances relating to travel, entertainment and relocation expenses) in an aggregate amount for all Loan Parties not to exceed $1,000,000 at any one time outstanding; (xvi) [intentionally omitted]; and (xvii) Permitted Acquisitions.

“Permitted Liens” means:

(a) Liens securing the Obligations;

(b) Liens for taxes, assessments and governmental charges the payment of which is not required under Section 7.01(c);

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(c) Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s and other similar Liens arising in the ordinary course of business and securing obligations (other than Indebtedness for borrowed money) that are not overdue by more than 45 days or are being contested in good faith and by appropriate proceedings promptly initiated and diligently conducted, and a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor;

(d) Liens described on Schedule 7.02(a), but not the extension of coverage thereof to other property or assets;

(e) Liens arising under Capital Leases or securing Indebtedness permitted under clause (d) the definition of Permitted Indebtedness; provided, however, that (A) no such Lien shall extend to or cover any other property of any Loan Party or any of its Subsidiaries other than proceeds of such property, and (B) the principal amount of the Indebtedness secured by any such Lien shall not exceed the lesser of 100% of the fair market value or the cost of the property so held or acquired;

(f) deposits and pledges of cash securing (i) obligations incurred in respect of workers’ compensation, unemployment insurance or other forms of governmental insurance or benefits, (ii) the performance of bids, tenders, leases, contracts (other than for the payment of borrowed money) and statutory obligations or (iii) obligations on surety or appeal bonds, but only to the extent such deposits or pledges are incurred or otherwise arise in the ordinary course of business and secure obligations not past due;

(g) easements, zoning restrictions and similar encumbrances on real property and minor irregularities in the title thereto that do not (i) secure obligations for the payment of borrowed money or (ii) materially impair the value of such property or its use by any Loan Party or any of its Subsidiaries in the normal conduct of such Person’s business;

(h) leases or subleases granted to other Persons not materially interfering with the conduct of the business of the Parent or any of its Subsidiaries;

(i) precautionary UCC financing statement filings regarding operating leases;

(j) Liens arising out of the existence of judgments or awards not giving rise to an Event of Default;

(k) statutory and common law landlords’ liens under leases to which the Parent or any of its Subsidiaries is a party;

(l) Liens securing refinancing Indebtedness permitted to be incurred hereunder; provided, that such Liens do not extend to any property or assets other than the property or assets that served as collateral for the refinanced Indebtedness;

(m) deposits and pledges of Cash and Cash Equivalents in an aggregate amount not to exceed $7,500,000 securing Indebtedness permitted under clause (f) of the definition of Permitted Indebtedness or letters of credit;

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(n) Liens on the unearned premiums under insurance policies securing Indebtedness permitted under subsection (h) of the definition of Permitted Indebtedness;

(o) any interest or title of a lessor under any lease entered into by any Loan Party in the ordinary course of business and covering only the assets so leased;

(p) landlords’ and lessors’ Liens arising as a matter of law and in respect of rent not in default;

(q) any Lien existing on any property or asset prior to the acquisition thereof by any Loan Party or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary, provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or asset of any Loan Party, (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and (iv) immediately after giving effect to the incurrence of such Lien, no Event of Default shall have occurred and be continuing;

(r) Liens that are contractual rights of set-off relating to deposit accounts in favor of banks and other depositary institutions in the ordinary course of business; and

(s) non-exclusive licenses or sub-licenses by the Borrower or any of its Subsidiaries of patents, trademarks, copyrights, or other intellectual property rights in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of the Borrower or any of its Subsidiaries.

“Permitted Preferred Stock” means and refers to any Preferred Stock issued by the Parent (and, other than the Borrower, not by one or more of its Subsidiaries) or the Borrower (and not by one or more of its Subsidiaries) that is not Prohibited Preferred Stock.

“Person” means an individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization, joint venture or other enterprise or entity or Governmental Authority.

“Post-Default Rate” means a rate of interest per annum equal to the rate of interest otherwise in effect from time to time pursuant to the terms of this Agreement plus 2.0 percentage points, or, if a rate of interest is not otherwise in effect, the Reference Rate plus 4.75 percentage points.

“Preferred Stock” means, as applied to the Capital Stock of any Person, the Capital Stock of any class or classes (however designated) that is preferred with respect to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

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“Prohibited Preferred Stock” means any Preferred Stock that by its terms is mandatorily redeemable or subject to any other payment obligation (including any obligation to pay dividends, other than dividends of shares of Preferred Stock of the same class and series payable in kind or dividends of shares of common stock) on or before a date that is less than 6 months after the Final Maturity Date, or, on or before the date that is less than 6 months after the Final Maturity Date, is redeemable at the option of the holder thereof for cash or assets or securities (other than distributions in kind of shares of Preferred Stock of the same class and series or of shares of common stock).

“property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“Pro Rata Share” means:

(a) with respect to a Lender’s obligation to make Revolving Loans and right to receive payments of interest, fees, and principal with respect thereto, the percentage obtained by dividing (i) such Lender’s Revolving Credit Commitment, by (ii) the Total Revolving Credit Commitment, provided, that, if the Total Revolving Credit Commitment has been reduced to zero, the numerator shall be the aggregate unpaid principal amount of such Lender’s Revolving Loans (including Collateral Agent Advances) and the denominator shall be the aggregate unpaid principal amount of all Revolving Loans (including Collateral Agent Advances),

(b) with respect to a Lender’s obligation to make the Term Loan and right to receive payments of interest, fees, and principal with respect thereto, the percentage obtained by dividing (i) such Lender’s Term Loan Commitment, by (ii) the Total Term Loan Commitment, provided that if the Total Term Loan Commitment has been reduced to zero, the numerator shall be the unpaid principal amount of such Lender’s portion of the Term Loan and the denominator shall be the unpaid principal amount of the Term Loan, and

(c) with respect to all other matters (including the indemnification obligations arising under Section 10.05) regarding a Lender, the percentage obtained by dividing (i) the sum of such Lender’s Revolving Credit Commitment and the unpaid principal amount of such Lender’s portion of the Term Loan, by (ii) the sum of the Total Revolving Credit Commitment and the unpaid principal amount of the Term Loan, provided, that, if such Lender’s Revolving Credit Commitment shall have been reduced to zero, such Lender’s Revolving Credit Commitment shall be deemed to be the unpaid principal amount of such Lender’s Revolving Loans (including Collateral Agent Advances) and if the Total Revolving Credit Commitment shall have been reduced to zero, the Total Revolving Credit Commitment shall be deemed to be the unpaid principal amount of all Revolving Loans (including Collateral Agent Advances).

“Quadrangle” means Quadrangle Capital Partners II LP, a Delaware limited partnership.

“Qualified Cash” means, as of any date of determination, the amount of Cash and Cash Equivalents of the Borrower and its Subsidiaries that is subject to a Account Control Agreement in favor of Collateral Agent and that is on deposit with banks, or in securities accounts with securities intermediaries, or any combination thereof.

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“Qualified IPO” means a bona fide underwritten sale to the public by a nationally recognized underwriter of newly issued common Capital Stock of the Parent pursuant to a registration statement (other than on Form S 8 or any other form relating to securities issuable under any benefit plan of the Parent) that is declared effective by the SEC and such sale results in gross cash proceeds to the Parent (exclusive of underwriter’s discounts and commissions and other expenses) of at least $75,000,000.

“Rating Agencies” has the meaning specified therefor in Section 2.07.

“Reference Bank” means JPMorgan Chase Bank, its successors or any other commercial bank designated by the Administrative Agent to the Borrower from time to time and reasonably acceptable to the Borrower.

“Reference Rate” means the greater of (a) the rate of interest publicly announced by the Reference Bank in New York, New York from time to time as its reference rate, base rate or prime rate, and (b) 6.00 percentage points per annum. The reference rate, base rate or prime rate is determined from time to time by the Reference Bank as a means of pricing some loans to its borrowers and neither is tied to any external rate of interest or index nor necessarily reflects the lowest rate of interest actually charged by the Reference Bank to any particular class or category of customers. Each change in the Reference Rate shall be effective from and including the date such change is publicly announced as being effective.

“Reference Rate Loan” means each portion of a Loan that bears interest at a rate determined by reference to the Reference Rate.

“Register” has the meaning specified therefor in Section 12.08(d).

“Registered Loan” has the meaning specified therefore in Section 12.08(d).

“Regulation T”, “Regulation U” and “Regulation X” mean, respectively, Regulations T, U and X of the Board or any successor, as the same may be amended or supplemented from time to time.

“Related Fund” means a fund, money market account, investment account or other account managed by a Lender or an Affiliate of such Lender or its investment manager.

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, seeping, migrating, dumping or disposing of any Hazardous Material (including the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Material) into the indoor or outdoor environment, including, without limitation, the movement of Hazardous Materials through or in the ambient air, soil, surface or ground water, or property.

“Remedial Action” means all actions taken to (i) clean up, remove, remediate, contain, treat, monitor, assess, evaluate or in any other way address Hazardous Materials in the

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indoor or outdoor environment; (ii) prevent or minimize a Release or threatened Release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (iii) perform pre-remedial studies and investigations and post-remedial operation and maintenance activities; or (iv) any other actions authorized by 42 U.S.C. § 9601.

“Reportable Event” means an event described in Section 4043 of ERISA (other than an event not subject to the provision for 30-day notice to the PBGC under the regulations promulgated under such Section).

“Required Lenders” means Lenders whose Pro Rata Shares (calculated under clause (c) of the definition thereof) aggregate over 50%.

“Reserve Percentage” means, on any day, for any Lender, the maximum percentage prescribed by the Board (or any successor Governmental Authority) for determining the reserve requirements (including any basic, supplemental, marginal, or emergency reserves) that are in effect on such date with respect to eurocurrency funding (currently referred to as “eurocurrency liabilities”) of that Lender, but so long as such Lender is not required or directed under applicable regulations to maintain such reserves, the Reserve Percentage shall be zero.

“Restatement Effective Date” means the date on or before the date hereof on which all of the conditions precedent set forth in Section 5.01 are first satisfied or waived.

“Restatement Effective Date Dividend” has the meaning specified therefor in Section 7.02(h)(F).

“Revolving Credit Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans to the Borrower in the amount set forth opposite such Lender’s name in Schedule R-1 hereto, as such amount may be terminated or reduced from time to time in accordance with the terms of this Agreement.

“Revolving Loan” and “Revolving Loans” have the meaning specified therefor in Section 2.01(a)(i).

“Revolving Loan Lender” means a Lender with a Revolving Credit Commitment.

“Shareholders Agreement” means that certain Shareholders Agreement, dated as of August 31, 2005, among the Parent, the Quadrangle Entities named therein, the General Atlantic Entities named therein, and the Management Shareholders named therein.

“SEC” means the Securities and Exchange Commission or any other similar or successor agency of the Federal government administering the Securities Act.

“Secured Hedging Agreements” means those secured Hedging Agreements entered into from time to time by a Loan Party and any Hedge Provider.

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“Securities Act” means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect from time to time.

“Securitization” has the meaning specified therefor in Section 2.07.

“Security Agreement” means a Security Agreement made by a Loan Party in favor of the Collateral Agent for the benefit of the Lenders and the Hedging Providers, substantially in the form of Exhibit S-1, securing the Obligations and delivered to the Collateral Agent.

“Senior Leverage Ratio” means, as of any date of determination and as to any Person, the ratio of (a) Consolidated Senior Debt of such Person as of the date of determination to (b) TTM EBITDA of such Person for the most recently ended 12 month period as to which financial statements have been delivered to the Agents pursuant hereto.

“Senior Leverage Ratio Limiter” means the amount set forth in the below table for the applicable period set forth opposition thereto:

Applicable Period	Senior Leverage Ratio Limiter
From and including the Restatement Effective Date through and including June 30, 2007	5.50
From and including July 1, 2007 through and including September 30, 2007	5.00
From and including October 1, 2007 through and including December 31, 2007	4.50
From and including January 1, 2008 through and including June 30, 2008	4.00
From and including July 1, 2008 through and including December 31, 2008	3.50
From and including January 1, 2009 through and including December 31, 2009	3.00
From and including January 1, 2010 and thereafter	2.50

“Settlement Period” has the meaning specified therefor in Section 2.02(d)(i) hereof.

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“Solvent” means, with respect to any Person on a particular date, that on such date (i) the fair value of the property of such Person is not less than the total amount of the liabilities of such Person, (ii) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its existing debts as they become absolute and matured, (iii) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (iv) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (v) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute unreasonably small capital.

“Sponsor” means GA and Quadrangle.

“Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. and any successor thereto.

“Stock Acquisition” means the purchase or other acquisition by the Borrower or any of its wholly-owned Subsidiaries of all of the Capital Stock (by merger, stock purchase or otherwise) of any other Person.

“Subject Permitted Acquisition” has the meaning set forth in clause (e) of the definition of Permitted Dispositions.

“Subordinated Debt” means Indebtedness of the Parent or the Borrower which is on terms and conditions (including, without limitation, payment terms, interest rates, covenants, remedies, defaults and other material terms) reasonably satisfactory to the Collateral Agent and which has been expressly subordinated in right of payment to all Indebtedness of the Parent or the Borrower, as applicable, under the Loan Documents pursuant to terms and conditions that are reasonably satisfactory to the Collateral Agent.

“Subsidiary” means, with respect to any Person at any date, any corporation, limited or general partnership, limited liability company, trust, estate, association, joint venture or other business entity (i) the accounts of which would be consolidated with those of such Person in such Person’s consolidated financial statements if such financial statements were prepared in accordance with GAAP or (ii) of which more than 50% of (A) the outstanding Capital Stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or other managing body of such Person, (B) in the case of a partnership or limited liability company, the interest in the capital or profits of such partnership or limited liability company or (C) in the case of a trust, estate, association, joint venture or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such Person; provided that for all purposes of this Agreement and the other Loan Documents, the joint venture between Dice India and Cyber Media Limited shall be deemed not to be a Subsidiary of Parent or Borrower; provided further that for the purposes of the definition of “Indebtedness”, the Indebtedness of Dice India shall include the Indebtedness of such joint venture if and to the extent Dice India is liable for the Indebtedness of such joint venture.

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“Taxes” has the meaning specified therefor in Section 2.08(a).

“Term Loan” has the meaning specified therefor in Section 2.01(a)(ii).

“Term Loan Commitment” means, with respect to each Lender, the commitment of such Lender to make its portion of the Term Loan to the Borrower in the amount set forth in Schedule R-1 hereto, as the same may be terminated or reduced from time to time in accordance with the terms of this Agreement.

“Term Loan Lender” means a Lender with a Term Loan Commitment.

“Term Loan Obligations” means any Obligations with respect to the Term Loan (including the principal thereof, the interest thereon, and the fees and expenses specifically related thereto).

“Termination Event” means (i) a Reportable Event with respect to any Employee Plan, (ii) any event that causes any Loan Party or any of its ERISA Affiliates to incur material liability under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 4971 or 4975 of the IRC, (iii) the filing of a notice of intent to terminate an Employee Plan or the treatment of an Employee Plan amendment as a termination under Section 4041 of ERISA, (iv) the institution of proceedings by the PBGC to terminate an Employee Plan, or (v) any other event or condition which might reasonably constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Employee Plan.

“Title Insurance Policy” means a mortgagee’s loan policy, in form and substance reasonably satisfactory to the Collateral Agent, together with all endorsements made from time to time thereto, issued by or on behalf of a title insurance company reasonably satisfactory to the Collateral Agent, insuring the Lien created by a Mortgage in an amount and on terms reasonably satisfactory to the Collateral Agent, delivered to the Collateral Agent.

“Total Commitment” means the sum of the Total Revolving Credit Commitment and the Total Term Loan Commitment.

“Total Revolving Credit Commitment” means the sum of the amounts of the Lenders’ Revolving Credit Commitments, which amount is $75,000,000 as of the Restatement Effective Date.

“Total Term Loan Commitment” means the sum of the amounts of the Lenders’ Term Loan Commitments, which amount is $125,000,000 as of the Restatement Effective Date.

“TTM EBITDA” means, as of any date of determination and with respect to a Person, the Consolidated EBITDA of such Person and its Subsidiaries for the 12 month period most recently ended; provided, however, that for the fiscal quarters set forth in the below table, Consolidated EBITDA of the Parent and its Subsidiaries shall be the amount set forth in such table for the applicable fiscal quarter set forth opposite thereto:

Fiscal Quarter Ending	Consolidated EBITDA
March 31, 2006	$7,956,000
June 30, 2006	$9,647,000
September 30, 2006	$11,313,000
December 31, 2006	$11,981,000

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“WARN” has the meaning specified therefor in Section 6.01(z).

Section 1.02 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, whether or not so expressly stated in each such instance. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Any reference herein or in any other Loan Document to the satisfaction or repayment in full of the Obligations or the Guaranteed Obligations shall mean the repayment in full in cash (or cash collateralization in accordance with the terms hereof or thereof) of all Obligations or Guaranteed Obligations, as the case may be, other than unasserted contingent indemnification Obligations and other than any Hedging Obligations that, at such time, are allowed by the applicable Hedging Provider to remain outstanding and that are not required by the provisions of this Agreement to be repaid or cash collateralized. References in this Agreement to “determination” by any Agent include good faith estimates made by such Agent (in the case of quantitative determinations) and good faith beliefs held by such Agent (in the case of qualitative determinations).

Section 1.03 Accounting and Other Terms. Unless otherwise expressly provided herein, each accounting term used herein shall have the meaning given it under GAAP. All terms used in this Agreement which are defined in Article 8 or Article 9 of the Code and which are not otherwise defined herein shall have the same meanings herein as set forth therein.

Section 1.04 Time References. Unless otherwise indicated herein, all references to time of day refer to Eastern Standard Time or Eastern daylight saving time, as in effect in New York City on such day. For purposes of the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; provided, however, that with respect to a computation of fees or interest payable to any Agent, any Lender , such period shall in any event consist of at least one full day.

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ARTICLE II.

THE LOANS

Section 2.01 Commitments.

(a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth:

(i) Each Revolving Loan Lender severally agrees to make loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower at any time and from time to time from the Restatement Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, in an amount at any one time outstanding not to exceed such Revolving Loan Lender’s Pro Rata Share of an amount equal to the lesser of (i) the Total Revolving Credit Commitment less the amount of the Hedging Reserve at such time, and (ii) the then extant Borrowing Base.

(ii) Each Term Loan Lender severally agrees to make a term loan (collectively, the “Term Loan”) to the Borrower on the Restatement Effective Date, in an aggregate principal amount equal to the amount of such Lender’s Term Loan Commitment.

On the Restatement Effective Date, “Revolving Loans” (as defined in the Original Financing Agreement) outstanding under the Original Financing Agreement (the “Existing Revolving Loans”) shall automatically and immediately be converted into (and deemed made as) a portion of the Term Loan hereunder (it being understood that no repayment of the Existing Revolving Loans is being effected hereby, but merely an amendment, restatement and conversion in accordance with the terms hereof), such that the amount of the Term Loan funded by the Lenders with a Term Loan Commitment on the Restatement Effective Date shall be reduced by the aggregate principal amount of the Existing Revolving Loans as of the Restatement Effective Date. The portion of the Term Loan made pursuant to the conversion of the Existing Revolving Loans into a portion of the Term Loan shall be deemed made by the Lenders with Term Loan Commitments proportionately to their Pro Rata Shares of Total Term Loan Commitment.

With respect to each Lender with a Revolving Credit Commitment under the Original Financing Agreement and without a Revolving Credit Commitment under this Agreement, such Lender’s Revolving Credit Commitment under, and as defined in, the Original Financing Agreement shall automatically and permanently be reduced to zero on the Restatement Effective Date.

(b) Notwithstanding the foregoing:

(i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrower shall not exceed the lower of (A) the Total Revolving Credit Commitment less the amount of the Hedging Reserve at such time and (B) the current Borrowing Base. The Revolving Credit Commitment of each Lender shall automatically and

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permanently be reduced to zero on the Final Maturity Date. Within the foregoing limits, the Borrower may borrow, repay and reborrow the Revolving Loans, on or after the Restatement Effective Date and prior to the Final Maturity Date (and, for the sake of clarity, may repay the Revolving Loans on the Final Maturity Date), subject to the terms, provisions and limitations set forth herein.

(ii) The aggregate principal amount of the Term Loan made on the Restatement Effective Date shall not exceed the Total Term Loan Commitment. Any principal amount of the Term Loan that is repaid or prepaid may not be reborrowed.

Section 2.02 Making the Loans. (a) The Borrower shall give the Administrative Agent prior telephonic notice (promptly (but in any event within 1 Business Day) confirmed in writing, in substantially the form of Exhibit 2.01(b)(ii) hereto (a “Notice of Borrowing”); provided that the failure to provide such written confirmation shall not affect the validity of the telephonic request), not later than 1:00 p.m. (New York City time) on the date which is 3 Business Days (or, in the case of the initial borrowing on the Restatement Effective Date, 1 Business Day) prior to the date of the proposed Loan. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Loan, (ii) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Restatement Effective Date, (iii) whether such Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan, and (iv) in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith. Each Revolving Loan shall be made in a minimum amount of $500,000 and shall be in integral multiples of $100,000 in excess thereof (unless the amount of such proposed borrowing is equal to the Availability at such time, in which case, such borrowing may be in an amount equal to such Availability).

(c) (i) Except as otherwise provided in this Section 2.02(c), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as applicable, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.

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(ii) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among the Borrower, the Agents and the Lenders, the Borrower, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and the Borrower and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Lenders with a Revolving Credit Commitment, Revolving Loans pursuant to Section 2.01, subject to the procedures for settlement set forth in Section 2.02(d); provided, however, that (a) the Administrative Agent shall in no event fund any such Revolving Loans if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders prior to the time of the proposed Revolving Loan that one or more of the conditions precedent contained in Section 5.02 will not be satisfied at the time of the proposed Revolving Loan, and (b) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.02 have been satisfied. If the Borrower gives a Notice of Borrowing requesting a Revolving Loan and the Administrative Agent elects not to fund such Revolving Loan on behalf of the Revolving Loan Lenders, then promptly (but in any event not later than 12:00 p.m. on the date of such requested Loan) after receipt of the Notice of Borrowing requesting such Revolving Loan, the Administrative Agent shall notify each Revolving Loan Lender of the specifics of the requested Revolving Loan and that it will not fund the requested Revolving Loan on behalf of the Revolving Loan Lenders. If the Administrative Agent notifies the Revolving Loan Lenders in accordance with this Section 2.02(c)(ii) that it will not fund a requested Revolving Loan on behalf of such Revolving Loan Lenders, each Revolving Loan Lender shall make its Pro Rata Share of the Revolving Loan available to the Administrative Agent, in immediately available funds, at the Payment Office no later than 3:00 p.m. (New York City time) (provided that the Administrative Agent requests payment from such Revolving Loan Lender not later than 1:00 p.m. (New York City time)) on the date of the proposed Revolving Loan. The Administrative Agent will make the proceeds of such Revolving Loans available to the Borrower on the day of the proposed Revolving Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Loans received by the Administrative Agent at the Payment Office or the amount funded by the Administrative Agent on behalf of the Revolving Loan Lenders to be deposited in an account designated by the Borrower.

(iii) If the Administrative Agent has notified the Revolving Loan Lenders that the Administrative Agent, on behalf of such Revolving Loan Lenders, will not fund a particular Revolving Loan pursuant to Section 2.02(c)(ii), the Administrative Agent may assume that each such Revolving Loan Lender has made such amount available to the Administrative Agent on such day and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to the Borrower on such day. If the Administrative Agent makes such corresponding amount available to the Borrower and such corresponding amount is not in fact made available to the Administrative Agent by any such Revolving Loan Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent to the Borrower shall, for all purposes hereof, be a Revolving Loan made

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by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Borrower of such failure and the Borrower shall within 3 Business Days of such notice pay such corresponding amount to the Administrative Agent for its own account.

(iv) Nothing in this Section 2.02(c) shall be deemed to relieve any Revolving Loan Lender from its obligations to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder.

(d) (i) With respect to all periods for which the Administrative Agent has funded Revolving Loans pursuant to Section 2.02(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent may from time to time select (any such week or shorter period being herein called a “Settlement Period”), the Administrative Agent shall notify each Revolving Loan Lender of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Revolving Loan Lender’s initial funding), each Revolving Loan Lender shall promptly (and in any event not later than 2:00 p.m. (New York City time) if the Administrative Agent requests payment from such Lender not later than 12:00 noon (New York City time) on such day) make available to the Administrative Agent its Pro Rata Share of the difference in immediately available funds. In the event that such amount is less than such unpaid principal amount, the Administrative Agent shall promptly pay over to each Revolving Loan Lender its Pro Rata Share of the difference in immediately available funds. In addition, if the Administrative Agent shall so request at any time when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Administrative Agent shall determine that it is desirable to present claims against the Borrower for repayment, each Revolving Loan Lender shall promptly remit to the Administrative Agent or, as the case may be, the Administrative Agent shall promptly remit to each Revolving Loan Lender, sufficient funds to adjust the interests of the Revolving Loan Lenders in the then outstanding Revolving Loans to such an extent that, immediately after giving effect to such adjustment, each such Revolving Loan Lender’s interest in the then outstanding Revolving Loans will be equal to its Pro Rata Share thereof. The obligations of the Administrative Agent and each Revolving Loan Lender under this Section 2.02(d) shall be absolute and unconditional. Each Revolving Loan Lender shall only be entitled to receive interest on its Pro Rata Share of the Revolving Loans which have been funded by such Revolving Loan Lender.

(ii) In the event that any Revolving Loan Lender fails to make any payment required to be made by it pursuant to Section 2.02(d)(i), the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for 3 Business Days and thereafter at the Reference Rate. During the period in which such Revolving Loan

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Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent to the Borrower shall, for all purposes hereof, be a Revolving Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Borrower of such failure and the Borrower shall within 3 Business Days of such notice pay such corresponding amount to the Administrative Agent for its own account. Nothing in this Section 2.02(d)(ii) shall be deemed to relieve any Revolving Loan Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Revolving Loan Lender as a result of any default by such Revolving Loan Lender hereunder.

Section 2.03 Repayment of Loans; Evidence of Debt.

(a) The outstanding principal of all Revolving Loans shall be due and payable on the Final Maturity Date.

(b) The outstanding principal of the Term Loan shall be repayable in consecutive quarterly installments, on the first day of each January, April, July, and October commencing on October 1, 2007 and ending on the Final Maturity Date, consisting of quarterly payments, each of which is equal to $250,000. The outstanding principal of the Term Loan shall be repaid in full on the earlier of (i) the termination of the Total Revolving Credit Commitment and (ii) the Final Maturity Date.

(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(e) The entries made in the accounts maintained pursuant to subsections (c) or (d) of this Section 2.03 shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in a form furnished by the Collateral Agent and reasonably acceptable to the Borrower. Thereafter, the Loans evidenced by such promissory note and

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interest thereon shall at all times (including after assignment pursuant to Section 12.08) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Section 2.04 Interest.

(a) Revolving Loans. Each Revolving Loan shall bear interest on the principal amount thereof from time to time outstanding, from the date of the making of such Revolving Loan until the date on which such principal amount is repaid in accordance herewith, as follows: (i) if the relevant Revolving Loan is a LIBOR Rate Loan, at a rate per annum equal to the LIBOR Rate plus 3.25 percentage points, and (ii) otherwise, at a rate per annum equal to the Reference Rate plus 1.75 percentage points.

(b) Term Loan. The Term Loan shall bear interest on the principal amount thereof from time to time outstanding, from the date of the making of the Term Loan until the date on which such principal amount is repaid in accordance herewith, as follows: (i) if the relevant portion of the Term Loan is a LIBOR Rate Loan, at a rate per annum equal to the LIBOR Rate plus 3.25 percentage points, and (ii) otherwise, at a rate per annum equal to the Reference Rate plus 1.75 percentage points.

(c) Default Interest. To the extent permitted by law, upon the occurrence and during the continuance of an Event of Default, the principal of, and all accrued and unpaid interest on, all Loans, fees, indemnities, or any other Obligations of the Loan Parties under this Agreement and the other Loan Documents, shall bear interest, from the date such Event of Default occurred until the date such Event of Default is cured or waived in writing in accordance herewith, at a rate per annum equal at all times to the Post-Default Rate applicable thereto.

(d) LIBOR Option.

(i) Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Reference Rate, the Borrower shall have the option (the “LIBOR Option”) to have interest on all or a portion of the Loans be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (A) the last day of the Interest Period applicable thereto; provided, however, that, subject to the following clauses (B) and (C), in the case of any Interest Period greater than 3 months in duration, interest shall be payable at 3 month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period, (B) the occurrence of an Event of Default in consequence of which the Required Lenders or Collateral Agent on behalf thereof elect to accelerate the maturity of all or any portion of the Obligations, or (C) termination of this Agreement pursuant to the terms hereof. Interest at the Post-Default Rate shall be payable on demand. On the last day of each applicable Interest Period, unless the Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, the Borrower no longer shall have the option to request that Loans bear interest at the LIBOR Rate and Administrative Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Reference Rate Loans hereunder.

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(ii) LIBOR Election.

(A) The Borrower may, at any time and from time to time, so long as no Event of Default has occurred and is continuing, elect to exercise the LIBOR Option by notifying Administrative Agent prior to 1:00 p.m. (New York time) at least 3 Business Days prior to the commencement of the proposed Interest Period (the “LIBOR Deadline”). Notice of the Borrower’s election of the LIBOR Option for a permitted portion of the Loans and an Interest Period pursuant to this Section shall be made by delivery to Administrative Agent of a LIBOR Notice received by Administrative Agent before the LIBOR Deadline. Promptly upon its receipt of each such LIBOR Notice, Administrative Agent shall provide a copy thereof to each of the Lenders having a Commitment of the type to which such LIBOR Notice relates.

(B) Each LIBOR Notice shall be irrevocable and binding on the Borrower. In connection with each LIBOR Rate Loan, the Borrower shall indemnify, defend, and hold Administrative Agent and the Lenders harmless against any loss, cost, or expense incurred by Administrative Agent or any Lender as a result of (1) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (2) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto, or (3) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice delivered pursuant hereto (such losses, costs, and expenses, collectively, “Funding Losses”). Funding Losses shall, with respect to Administrative Agent or any Lender, be equal to the lesser of (i) the actual loss incurred by the Administrative Agent or such Lender as a direct result of the events described in the foregoing clauses (1) and (2), or (ii) the amount determined by Administrative Agent or such Lender to be the excess, if any, of (x) the amount of interest that would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at the LIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period therefor), minus (y) the amount of interest that would accrue on such principal amount for such period at the interest rate which Administrative Agent or such Lender would be offered were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of Administrative Agent or a Lender delivered to the Borrower setting forth any amount or amounts that Administrative Agent or such Lender is entitled to receive pursuant to this Section shall be conclusive absent manifest error.

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(C) The Borrower shall have not more than 8 LIBOR Rate Loans in effect at any given time. The Borrower only may exercise the LIBOR Option for LIBOR Rate Loans of at least $500,000 and integral multiples of $100,000 in excess thereof.

(iii) Prepayments. The Borrower may prepay LIBOR Rate Loans at any time; provided, however, that in the event that LIBOR Rate Loans are prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any automatic prepayment through the required application by Administrative Agent of proceeds of Collections in accordance with Section 4.04 or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, the Borrower shall indemnify, defend, and hold Administrative Agent and the Lenders and their participants harmless against any and all Funding Losses in accordance with subsection (ii) above; provided that the foregoing obligation shall not be applicable to any mandatory prepayments of LIBOR Rate Loans made by the Borrower pursuant to Section 2.05(c).

(iv) Special Provisions Applicable to LIBOR Rate.

(A) The LIBOR Rate may be adjusted by Administrative Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give the Borrower and Administrative Agent notice of such a determination and adjustment and Administrative Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, the Borrower may, by notice to such affected Lender (1) require such Lender to furnish to the Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (2) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under subsection (ii)(B) above).

(B) In the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation of application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Administrative Agent and the Borrower and Administrative Agent promptly shall transmit the notice to

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each other Lender and (1) in the case of any LIBOR Rate Loans of such Lender that are outstanding, the date specified in such Lender’s notice shall be deemed to be the last day of the Interest Period of such LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender thereafter shall accrue interest at the rate then applicable to Reference Rate Loans, and (2) the Borrower shall not be entitled to elect the LIBOR Option until such Lender determines that it would no longer be unlawful or impractical to do so.

(v) No Requirement of Matched Funding. Anything to the contrary contained herein notwithstanding, neither Administrative Agent, nor any Lender, nor any of their participants, is required to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. The provisions of this Section shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing at the LIBOR Rate by acquiring eurodollar deposits for each Interest Period in the amount of the LIBOR Rate Loans but only if actual damages are incurred.

(e) Interest Payment in respect of Reference Rate Loans. Interest on each Reference Rate Loan shall be payable monthly, in arrears, on the first day of each month, commencing on the first day of the month following the month in which such Loan is made and at maturity (whether upon demand, by acceleration or otherwise). Interest at the Post-Default Rate shall be payable on demand. The Borrower hereby authorizes the Administrative Agent to, and the Administrative Agent may, from time to time, charge the Loan Account pursuant to Section 4.02 with the amount of any interest payment due hereunder.

(f) General. Interest on LIBOR Rate Loans shall be computed on the basis of a year of 360 days for the actual number of days, including the first day but excluding the last day, elapsed. Interest on all other amounts shall be computed on the basis of a year of 365 or 366 days, as applicable, for the actual number of days, including the first day but excluding the last day, elapsed.

Section 2.05 Reduction of Commitments; Prepayment of Loans.

(a) Reduction of Commitments.

(i) Revolving Credit Commitments. The Total Revolving Credit Commitment shall terminate on the Final Maturity Date. The Borrower may, without premium or penalty, reduce the Total Revolving Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving Loans then outstanding, and (B) the aggregate principal amount of all Revolving Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02. Each such reduction shall be in an amount which is an integral multiple of $500,000 (unless the Total Revolving Credit Commitment in effect immediately prior to such reduction is less than $500,000), shall be made by providing not less than 3 Business Days prior written notice to the Administrative Agent and shall be irrevocable. Once so reduced, the Total Revolving Credit Commitment may not be increased. Each such reduction of the Total Revolving Credit Commitment shall reduce the Revolving Credit Commitment of each Lender proportionately in accordance with its Pro Rata Share thereof.

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(ii) Term Loan Commitments. The Total Term Loan Commitment shall terminate upon the making of the Term Loan on the Restatement Effective Date.

(b) Optional Prepayment.

(i) Revolving Loans. The Borrower may prepay without penalty or premium the principal of any Revolving Loan, in whole or in part.

(ii) Term Loan. The Borrower may, upon at least 10 Business Days prior written notice to the Administrative Agent, prepay the principal of the Term Loan, in whole or in part. Each prepayment made pursuant to this Section 2.05(b)(ii) shall be accompanied by the payment of accrued interest to the date of such payment on the amount prepaid. Each such prepayment shall be applied against the remaining installments of principal due on the Term Loan in the inverse order of maturity (for the avoidance of doubt, any amount that is due and payable on the Final Maturity Date shall constitute an installment).

(iii) Prepayment In Full. The Borrower may, upon at least 10 days prior written notice to the Administrative Agent, terminate this Agreement by paying to the Administrative Agent, in cash, the Obligations in full (other than unasserted contingent indemnification obligations) and executing and delivering a general release in connection with such payoff. If the Borrower has sent a notice of termination pursuant to this clause (iii), then the Lenders’ obligations to extend credit hereunder shall terminate and the Borrower shall be obligated to repay the Obligations in full (other than unasserted contingent indemnification obligations) and execute and deliver a general release, on the date set forth as the date of termination of this Agreement in such notice. The foregoing notwithstanding, the Borrower may rescind such a notice of termination by providing written notice of such rescission by 5:00 p.m. (New York time) 1 Business Day prior to the date set forth in such notice of termination as the date of termination of this Agreement.

(c) Mandatory Prepayment.

(i) The Borrower will prepay the Revolving Loans within 1 Business Day of any date that the aggregate principal amount of all Revolving Loans exceeds the lesser of (A) the Total Revolving Credit Commitment, and (B) the Borrowing Base, to the full extent of any such excess.

(ii) The Borrower will immediately prepay the outstanding principal amount of the Term Loan in the event that the Total Revolving Credit Commitment is terminated for any reason.

(iii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent’s Account, to the payment, in whole or in part, of the Obligations in accordance with Section 4.04(b); provided, however, that so long as no Event of Default has occurred and is continuing, the foregoing shall not apply to amounts that are prepaid or required to be prepaid in accordance with the provisions hereof.

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(iv) Within 10 days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2007 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(ii), 10 days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(ii), the Borrower shall, (A) if such financial statements demonstrate that the Senior Leverage Ratio of the Parent and its Subsidiaries is greater than or equal to 3.0:1.0, prepay the outstanding principal amount of the Loans in an amount equal to the result of (y) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year, minus (z) the amount of all voluntary prepayments of the Term Loan made during such Fiscal Year pursuant to Section 2.05(b)(ii), or (B) if such financial statements demonstrate that the Senior Leverage Ratio of the Parent and its Subsidiaries is less than 3:0:1.0, prepay the outstanding principal amount of the Loans in an amount equal to the result of (y) 25% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year, minus (z) the amount of all voluntary prepayments of the Term Loan made during such Fiscal Year pursuant to Section 2.05(b)(ii).

(v) Within 3 Business Days following the receipt of any proceeds of any Disposition by any Loan Party or its Subsidiaries (other than a Permitted Disposition of the type described in clauses (b), (c), or (l) of the definition of Permitted Dispositions), the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by any Loan Party and its Subsidiaries (and not paid to Administrative Agent as a prepayment of the Obligations) for all such Dispositions shall exceed $500,000 in any Fiscal Year. Notwithstanding anything to the contrary contained herein, so long as no Default or an Event of Default shall have occurred and be continuing, the proceeds of Dispositions shall not be required to be applied in mandatory prepayment of the Loans (the “Reinvestment Option”) so long as (A) such proceeds are used to replace the properties or assets in respect of which such proceeds were paid or to acquire other properties assets which are useful to the Borrower in the ordinary course of its business, consistent with past practices, including Permitted Acquisitions (the “Disposition Permitted Uses”), (B) the Borrower delivers a certificate (a “Reinvestment Notice”) to the Agents within 15 days after the date of the Disposition, stating that such proceeds shall be used for one of the Disposition Permitted Uses within a period specified in the Reinvestment Notice not to exceed the earlier of (1) 180 days after the receipt of such proceeds (provided that if the Borrower becomes subject, within 180 days after the receipt of such proceeds, to a binding obligation to use the proceeds for one of the Disposition Permitted Uses, such 180 day period shall be extended to a 360 day period), and (2) the Final Maturity Date, and (C) such proceeds are deposited in a deposit account subject to a Account Control Agreement; provided that the Reinvestment Option shall in no event be available for (x) the proceeds from a Permitted Disposition of the type described in clause (d) of the definition of Permitted Dispositions, (y) the proceeds from a Permitted Acquisition Disposition if the consideration paid or payable in respect of the Subject Proposed Acquisition is solely Excess Cash Flow Consideration, or (z) a portion of the proceeds from a Permitted Acquisition Disposition if the consideration paid or payable in respect of the Subject Proposed Acquisition is both Excess Cash Flow Consideration and Non-Excess Cash Flow Consideration in an amount equal to the total value of all proceeds received

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from such Permitted Acquisition Disposition multiplied by a fraction, the numerator of which is the value of the Excess Cash Flow Consideration paid or payable in respect of the Subject Proposed Acquisition and the denominator of which is the total value of all consideration paid or payable in respect of the Subject Proposed Acquisition. If all or any portion of such proceeds not so applied to the prepayment of the Loans are not used in accordance with the preceding sentence within the period specified in the Reinvestment Notice furnished pursuant to this subsection (v), such remaining portion shall be applied to the Loans in accordance with Section 2.05(d) on the last day of such specified period. Nothing contained in this subsection (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than a Permitted Disposition.

(vi) Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a), (b), (c), (d), (e), (f), or (h) of the definition of Permitted Indebtedness and other than Subordinated Indebtedness incurred to finance a Permitted Acquisition), the Borrower shall prepay the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (vi) shall not be deemed to be implied consent to any such issuance or incurrence otherwise prohibited by the terms and conditions of this Agreement.

(vii) Within 3 Business Days following the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock (other than (A) pursuant to the exercise of stock options issued by the Parent in connection with any stock incentive plan or other employee incentive plan, (B) to the extent used to finance a Permitted Acquisition, and (C) so long as no Default or Event of Default has occurred and is continuing, to the extent sold or issued in connection with a Qualified IPO), the Borrower shall prepay the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (vii) shall not be deemed to be implied consent to any such sale or issuance otherwise prohibited by the terms and conditions of this Agreement.

(viii) Within 3 Business Days following the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the outstanding principal of the Loans in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. Notwithstanding anything to the contrary contained herein, so long as no Default or an Event of Default shall have occurred and be continuing, proceeds of Extraordinary Receipts described in clause (ii) of the definition of Extraordinary Receipts shall not be required to be applied in mandatory prepayment of the Loans so long as (x) such proceeds are used to replace, repair or restore the properties or assets in respect of which such proceeds were paid or to acquire other properties or assets which are useful to the Borrower in the ordinary course of its business, consistent with past practices (the “Extraordinary Receipts Permitted Uses”), (y) the Borrower delivers a Reinvestment Notice to the Agents within 15 days after the date of the loss or destruction, as the case may be, stating that such proceeds will be used for one of the Extraordinary Receipts Permitted Uses within a period specified in the Reinvestment Notice not to exceed the earlier of (A) 180 days after the receipt of such proceeds (provided that if the Borrower becomes subject, within 180 days after the receipt of such proceeds, to a binding

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obligation to use the proceeds for one of the Extraordinary Receipts Permitted Uses, such 180 day period shall be extended to a 360 day period), and (B) the Final Maturity Date, and (z) such proceeds are deposited in a deposit account subject to a Account Control Agreement. If all or any portion of such proceeds not so applied to the prepayment of the Loans are not used in accordance with the preceding sentence within the period specified in the Reinvestment Notice furnished pursuant this subsection (viii), such remaining portion shall be applied to the Loans in accordance with Section 2.05(d) on the last day of such specified period.

(ix) Within 3 Business Days following the receipt by any Loan Party or any of its Subsidiaries of any foreign, United States, state or local tax refunds, the Borrower shall, (A) if (1) the Senior Leverage Ratio of the Parent and its Subsidiaries is greater than or equal to 3.00:1.00 as of the date of such receipt, or (2) the Senior Leverage Ratio of the Parent and its Subsidiaries was greater than or equal to 3.00:1.00 as of the last day of the tax period related to such refund, prepay the outstanding principal of the Loans in an amount equal to 50% of such refunds, net of any reasonable expenses incurred in collecting such refunds, or (B) if (1) the Senior Leverage Ratio of the Parent and its Subsidiaries is less than 3.00:1.00 as of the date of such receipt, or (2) the Senior Leverage Ratio of the Parent and its Subsidiaries was less than 3.00:1.00 as of the last day of the tax period related to such refund, prepay the outstanding principal of the Loans in an amount equal to 25% of such refunds, net of any reasonable expenses incurred in collecting such refunds .

(d) Application of Payments. In connection with each prepayment pursuant to subsections (c)(iv), (c)(v), (c)(vi), (c)(vii), (c)(viii), and (c)(ix) above, first, up to 75% of the amount of the proceeds required to be used to prepay the Loans shall be applied to the Revolving Loans (without a reduction in the Revolving Commitment), until paid in full, and second, the remaining amount of the proceeds required to be used to prepay the Loans shall be applied to the Term Loan, until paid in full. Each such prepayment of the Term Loan shall be applied against the remaining installments of principal of the Term Loan in the inverse order of their maturity (for the avoidance of doubt, any amount that is due and payable on the Final Maturity Date shall constitute an installment).

(e) Interest and Fees. Any prepayment made pursuant to this Section 2.05 (other than prepayments made pursuant to subsection (c)(iii) of this Section 2.05) shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment, and if such prepayment would reduce the amount of the outstanding Loans to zero at a time when the Total Revolving Credit Commitment has been terminated, such prepayment shall be accompanied by the payment of all fees accrued to such date pursuant to Section 2.06.

(f) Cumulative Prepayments. Except as otherwise expressly provided in this Section 2.05, payments with respect to any subsection of this Section 2.05 are in addition to payments made or required to be made under any other subsection of this Section 2.05.

Section 2.06 Fees. In addition to the fees set forth in this Agreement, the Borrower shall pay to the Collateral Agent the fees set forth in the Fee Letter in the amounts and on the dates set forth in the Fee Letter.

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Section 2.07 Securitization. The Borrower hereby acknowledges that the Lenders and their Affiliates may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Moody’s, Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). The Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose additional costs (other than costs in a de minimis amount) on the Borrower and (ii) any such amendment or additional documentation does not adversely affect the rights (other than effects of a de minimis nature), or increase the obligations (other than increases of a de minimis nature), of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, and (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization.

Section 2.08 Taxes. (a) Except as otherwise required by law, all payments made by any Loan Party hereunder or under any other Loan Document shall be made without set-off, counterclaim, deduction or other defense. Except as otherwise provided in this Section 2.08, all such payments shall be made free and clear of and without deduction or withholding for any present or future income, franchise, sales, use, excise, stamp or other taxes, levies, imposts, deductions, charges, fees, withholdings, restrictions or conditions of any nature now or hereafter imposed, levied, collected, withheld or assessed by any jurisdiction (whether pursuant to United States Federal, state, local or foreign law) or by any political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities, excluding (A) taxes on the net income of, franchise taxes (imposed in lieu of net income taxes), and branch profit taxes of, any Lender or any Agent imposed by the jurisdiction in which such Lender or such Agent is organized or any political subdivision thereof or taxing authority thereof or any jurisdiction in which such Person’s principal office or relevant lending office is located or any political subdivision thereof or taxing authority thereof, (B) any taxes that are attributable to such Lender’s or such Agent’s failure to comply with the requirements of Section 2.08(c) except to the extent that such Lender’s failure to comply is the result of a Change In Law occurring after the date that such Lender became a party hereunder that results in such Lender not being able to legally deliver the forms described in such Section, or (C) any taxes that are imposed as a result of any event occurring after the Lender or Agent becomes a Lender or Agent other than a Change In Law (such non-excluded taxes, levies, imposts, deductions, charges, fees, withholdings, restrictions, conditions, interest, penalties, and other similar liabilities being hereinafter collectively referred to as “Taxes”). If any Loan Party shall be required by law, rule, regulation or any interpretation of any relevant Governmental Authority to deduct or to withhold any Taxes from or in respect of any amount payable hereunder,

(i) the amount so payable shall be increased to the extent necessary so that after making all required deductions and withholdings (including Taxes on amounts payable to the Lenders or the Agents pursuant to this sentence) the Lenders and the Agents receive an amount equal to the sum they would have received had no such deduction or withholding been made,

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(ii) such Loan Party shall make such deduction or withholding, and

(iii) such Loan Party shall pay the full amount deducted or withheld to the relevant taxation authority in accordance with applicable law. Whenever any Taxes are payable by any Loan Party, as promptly as possible thereafter, such Loan Party shall send the Lenders and the Agents an official receipt (or, if an official receipt is not available, such other documentation as shall be reasonably satisfactory to the Lenders and/or the Agents, as the case may be) showing payment. In addition, each Loan Party agrees to pay any present or future stamp, documentary, excise, property or similar taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery, performance, recordation or filing of, or otherwise with respect to, this Agreement or any other Loan Document other than the foregoing excluded taxes (hereinafter referred to as “Other Taxes”).

(b) The Loan Parties will indemnify the Lenders and the Agents for the amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.08) paid by any Lender or any Agent and any liability (including penalties, interest and reasonable expenses for nonpayment, late payment or otherwise) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be paid within 10 days from the date on which any such Lender or any such Agent makes written demand therefor, which demand shall identify the nature and amount of Taxes or Other Taxes for which indemnification is being sought and the basis of the claim. If a Lender or the Administrative Agent shall become aware that it is entitled to claim a refund from a Governmental Authority in respect of Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.08, it promptly shall notify the Borrower of the availability of such refund claim and shall make a timely claim to such taxation authority for such refund at the Borrower’s expense. If a Lender or the Administrative Agent receives a refund (including pursuant to a claim for refund made pursuant to the preceding sentence) or a permanent net tax benefit in respect of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.08, it shall within 30 days from the date of such receipt pay over the amount of such refund or permanent net tax benefit to the Borrower, net of all reasonable out-of-pocket expenses of such Lender or the Administrative Agent and without interest (other than interest paid by the relevant taxation authority with respect to such refund); provided, that the Borrower, upon the request of such Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other reasonable charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund to such taxation authority or loses such net tax benefit.

(c) Each Lender that is not a “United States person” within the meaning of the IRC hereby agrees that:

(i) it shall, no later than the Restatement Effective Date (or, in the case of a Lender which becomes a party hereto pursuant to Section 12.08 hereof after the Restatement Effective Date, on or before the date upon which such Lender becomes a party hereto), and from time to time thereafter as may be required by the IRC or other laws of the United States as a condition to exemption from United States withholding tax, deliver to the Agents: (A) an accurate, complete and signed original and one copy of U.S. Internal Revenue Service Form W-8ECI or successor form, (B) an accurate, complete and signed original and one copy of U.S. Internal Revenue Service Form W-8BEN or successor form, or (C) an accurate, complete and signed original and one copy of U.S. Internal Revenue Service Form W-8IMY or successor form, in each case, indicating that such Lender is on the date of delivery thereof entitled to receive payments of principal, interest and fees for the account of its lending office under this Agreement, if applicable, free from withholding of United States Federal income tax;

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(ii) if at any time such Lender changes its lending office or offices or selects an additional lending office for purposes of this Agreement, it shall, at the same time or reasonably promptly thereafter, deliver to the Agents the appropriate forms as described in clause (i) above in replacement for, or in addition to, the forms previously delivered by it hereunder;

(iii) it shall deliver the appropriate forms as described in clause (i) above promptly upon the obsolescence, expiration, or invalidity of any form previously delivered by such Lender. Each such Lender shall promptly notify the Agents at any time it determines that it is no longer in a position to provide any previously delivered forms to the Agent (or any other form of certification adopted by the U.S. taxing authorities for such purpose).

(iv) if such Lender that is not a “United States person” within the meaning of the IRC is claiming an exemption from withholding of United States Federal income tax under Section 871(h) or Section 881(c) of the IRC, such Lender represents and warrants that such Lender is (A) not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC, (B) not a “10 percent shareholder” of the Parent within the meaning of Section 871(h)(3)(B) of the IRC and (C) not a CFC receiving interest from a related person within the meaning of Section 864(d)(4) of the IRC, and such Lender that is not a “United States person” within the meaning of the IRC agrees that it shall provide the Agents with prompt notice at any time after becoming a Lender hereunder in the event that at such time it could no longer make any of the foregoing representations and warranties.

Each Lender that is a “United States person” within the meaning of the IRC, other than a Lender that may be treated as an exempt recipient based on the indicators described in Treasury Regulation Section 1.6049-4(c)(1)(ii), hereby agrees that it shall, no later than the Restatement Effective Date or, in the case of a Lender which becomes a party hereto pursuant to Section 12.08, the date upon which such Lender becomes a party hereto, deliver to the Agents an accurate, complete and signed copy of U.S. Internal Revenue Service Form W-9 or successor form, certifying that such Lender is on the date of delivery thereof entitled to an exemption from United States backup withholding tax.

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(d) If any Loan Party fails to perform any of its obligations under this Section 2.08, such Loan Party shall indemnify the Lenders and the Agents for any taxes, interest or penalties that may become payable as a result of any such failure.

(e) For any period with respect to which a Lender has failed to provide the Agents with the appropriate form, certificate or other document described in subsection (c) above (other than if such failure is due to a Change In Law occurring after the date on which such form, certificate or other document was initially required to be provided), such Lender shall not be entitled to additional amounts or indemnification under subsections (a) or (b) of this Section 2.08 with respect to Taxes imposed by the United States by reason of such failure unless such failure is cured.

(f) Any Lender claiming additional amounts or an indemnification payment pursuant to this Section 2.08 agrees to use reasonable efforts (if requested in writing to do so by the Borrower and subject to such Lender’s internal policies and legal and regulatory restrictions) to change the jurisdiction of its applicable lending office if (i) the making of such a change would avoid the need for, or materially reduce the amount of, such additional amounts or indemnification payments, (ii) would not require such Lender to disclose any information such Lender deems confidential, and (iii) would not, in the sole determination of such Lender, otherwise be disadvantageous to such Lender.

(g) The obligations of the Loan Parties under this Section 2.08 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

ARTICLE III.

[INTENTIONALLY OMITTED]

ARTICLE IV.

FEES, PAYMENTS AND OTHER COMPENSATION

Section 4.01 [Intentionally Omitted]

Section 4.02 Payments; Computations and Statements. (a) The Borrower will make each payment under this Agreement not later than 1:00 p.m. (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Administrative Agent’s Account. All payments received by the Administrative Agent after 1:00 p.m. (New York City time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All payments shall be made by the Borrower without set-off, counterclaim, deduction or other defense to the Agents and the Lenders. Except as provided in Section 2.02, after receipt, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement, provided that the Administrative Agent will cause to be distributed all interest

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and fees received from or for the account of the Borrower not less than once each month and in any event promptly after receipt thereof. The Lenders and the Borrower hereby authorize the Administrative Agent to, and the Administrative Agent shall, from time to time, charge the Loan Account of the Borrower with any amount due and payable by the Borrower under any Loan Document; provided that so long as no Default or Event of Default shall have occurred and be continuing, (i) all out-of-pocket fees and expenses of the Agents and Lenders shall be invoiced to the Borrower with payment terms of Net 30, and shall be charged to the Loan Account only if the Borrower fails to pay any invoice in accordance with its terms, and (ii) the Administrative Agent shall provide the Borrower with at least 3 Business Days notice prior to the due date of any required payment of interest, which notice shall specify the amount and due date of such interest payment, and such interest payment shall be charged to the Loan Account only if the Borrower fails to make such interest payment on the due date specified in such notice. Each of the Lenders and the Borrower agrees, subject to the proviso in the foregoing sentence, that the Administrative Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing or whether any of the conditions precedent in Section 5.02 have been satisfied. Any amount charged to the Loan Account of the Borrower shall be deemed a Loan hereunder made by the Lenders to the Borrower, funded by the Administrative Agent on behalf of the Lenders and subject to Section 2.02 of this Agreement. Whenever any payment to be made under any such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. All computations of fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as applicable, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payable. Each determination by the Administrative Agent of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

(b) The Administrative Agent shall provide the Borrower, promptly after the end of each calendar month, a summary statement (in the form from time to time used by the Administrative Agent) of the opening and closing daily balances in the Loan Account of the Borrower during such month, the amounts and dates of all Loans made to the Borrower during such month, the amounts and dates of all payments on account of the Loans to the Borrower during such month and the Loans to which such payments were applied, the amount of interest accrued on the Loans to the Borrower during such month, the amount of charges to the Loan Account, and the amount and nature of any charges to the Loan Account made during such month on account of fees, commissions, expenses and other Obligations. All entries on any such statement shall be presumed to be correct and, 30 days after the same is sent, shall be final and conclusive absent manifest error.

Section 4.03 Sharing of Payments, Etc. Except as provided in Section 2.02 hereof, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any Obligation in excess of its ratable share of payments on account of similar obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be

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rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender of any interest or other amount paid by the purchasing Lender in respect of the total amount so recovered). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 4.03 may, to the fullest extent permitted by law, exercise all of its rights (including the Lender’s right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Section 4.04 Apportionment of Payments. Subject to Section 2.02 hereof and to any written agreement among the Agents and/or the Lenders:

(a) all payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the audit and collateral monitoring fees provided for in Section 4.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans as designated by the Person making payment when the payment is made.

(b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due to the Agents until paid in full; (ii) second, to pay interest due in respect of the Collateral Agent Advances until paid in full; (iii) third, to pay principal of the Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay any fees and indemnities then due to the Revolving Loan Lenders until paid in full; (v) fifth, ratably to pay interest due in respect of the Revolving Loans until paid in full; (vi) sixth, ratably, (A) in an amount up to the Hedging Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default, to pay the principal of the Hedging Obligations (or, to the extent such Obligations are contingent, to provide cash collateral in respect of such Obligations in an amount equal to 105% of the amount of such Obligations) until paid in full, and (B) ratably to pay principal of the Revolving Loans until paid in full; (vi) seventh, ratably to pay any fees and indemnities then due to the Term Loan Lenders until paid in full; (viii) eighth, ratably to pay interest due in respect of the Term Loan until paid in full; (ix) ninth, ratably to pay principal of the Term Loan until paid in full, and (x) tenth, to the ratable payment of all other Obligations then due and payable until paid in full (including the cash collateralization of any contingent Hedging Obligations in an amount equal to 105% of the amount of such Hedging Obligations).

(c) [Intentionally Omitted].

(d) For purposes of the foregoing, “paid in full” means payment of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not the same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.

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(e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Section 4.05 Increased Costs and Reduced Return. (a) If any Lender, or any Agent shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender, or any Agent or any Person controlling any such Lender or Agent with any request or directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender, any Agent or any Person controlling any such Lender or Agent (in each case, whether or not having the force of law), shall (i) subject any Lender, any Agent, or any Person controlling any such Lender or Agent to any tax, duty or other charge with respect to this Agreement or any Loan made by such Lender or such Agent or change the basis of taxation of payments to any Lender, any Agent or any Person controlling any such Lender or Agent of any amounts payable hereunder (except for taxes on the overall net income of any Lender, any Agent or any Person controlling any such Lender or Agent), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, any Lender, any Agent or any Person controlling any such Lender or Agent or (iii) impose on any Lender, any Agent or any Person controlling any such Lender or Agent any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Lender, or any Agent of making any Loan by an amount which such Lender or Agent deems material, or agreeing to make any Loan or to reduce any amount received or receivable by any Lender or any Agent hereunder, then, upon demand by any such Lender or any such Agent, the Borrower shall pay to such Lender or such Agent such additional amounts as will compensate such Lender or such Agent for such increased costs or reductions in amount.

(b) If any Lender or any Agent shall have determined that any Capital Guideline or the adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender, or any Agent or any Person controlling any such Lender or Agent with any Capital Guideline or with any request or directive of any such Governmental Authority with respect to any Capital Guideline, or the implementation of, or any change in, any applicable accounting principles (in each case, whether or not having the force of law), either (i) affects or would affect the amount of capital required or expected to be maintained by any Lender, any Agent or any Person controlling any such Lender or Agent, and any Lender or any Agent determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, any Lender’s, any Agent’s or any such other controlling Person’s

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other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on any Lender’s, any Agent’s or any such other controlling Person’s capital to a level below that which such Lender, such Agent or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, or any agreement to make Loans, or such Lender’s, such Agent’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Lender’s, such Agent’s or such other controlling Person’s policies with respect to capital adequacy), then, upon demand by any Lender or any Agent the Borrower shall pay to such Lender or such Agent from time to time such additional amounts as will compensate such Lender or such Agent for such cost of maintaining such increased capital or such reduction in the rate of return on such Lender’s, such Agent’s or such other controlling Person’s capital.

(c) All amounts payable under this Section 4.05 shall bear interest from the date that is ten (10) days after the date of demand by any Lender or any Agent until payment in full to such Lender or such Agent at the Reference Rate. A certificate of such Lender or such Agent claiming compensation under this Section 4.05, specifying the event herein above described and the nature of such event shall be submitted by such Lender or such Agent to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Lender’s, or such Agent’s reasons for invoking the provisions of this Section 4.05, and shall be final and conclusive absent manifest error; provided that the Borrower shall not be required to compensate a Lender, an Agent, or any Person controlling such Lender or Agent or pursuant to this Section 4.05 for any increased costs incurred or reductions suffered unless such Lender, Agent or controlling Person, as applicable, gives notice to the Borrower of the change in law or other action described in Section 4.05(a) or 4.05(b) giving rise to such increased costs or reductions and such Lender’s, Agent’s or controlling Person’s intention to claim compensation therefore, within 180 days after such Lender, Agent or controlling Person, as applicable, receives notice that it will suffer an increased cost or reduced return.

(d) If any Lender, Agent, or any Person controlling such Lender or Agent requests compensation or indemnification pursuant to this Section 4.05, then, upon the written request of the Borrower, such Lender, Agent, or Person controlling such Lender or Agent (as applicable) shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder (subject to the provisions of Section 12.08) to another of its offices, branches or affiliates, if such designation or assignment (i) would eliminate or materially reduce amounts payable in the future and (ii) would not subject such Lender, Agent, or Person controlling such Lender or Agent (as applicable) to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender, Agent, or Person controlling such Lender or Agent (as applicable).

(e) If any Lender (an “Increased Cost Lender”) shall give notice to the Borrower that such Lender is an affected Lender or that such Lender is entitled to receive payments under either Section 2.08 or this Section 4.05, the Borrower may, so long as no Event of Default shall have occurred and be continuing, permanently replace such Increased-Cost Lender with one or more substitute Lenders (each, a “Replacement Lender”), and such Increased-Cost Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Increased-Cost Lender shall specify an effective date for such replacement, which date shall not be later than 10 Business Days after the date such notice is given. Prior to the

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effective date of such replacement, the Increased-Cost Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Increased-Cost Lender being repaid its share of the outstanding Obligations. If the Increased-Cost Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, the Increased-Cost Lender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Increased-Cost Lender shall be made in accordance with the terms of Section 12.07.

Section 4.06 Joint and Several Liability of each Person Composing the Borrower.

(a) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, each Person composing the Borrower hereby accepts joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Agents and the Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Persons composing the Borrower and in consideration of the undertakings of the other Persons composing the Borrower to accept joint and several liability for the Obligations. Each of the Persons composing the Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Persons composing the Borrower, with respect to the payment and performance of all of the Obligations (including, without limitation, any Obligations arising under this Section 4.06), it being the intention of the parties hereto that all of the Obligations shall be the joint and several obligations of each of the Persons composing the Borrower without preferences or distinction among them. If and to the extent that any of the Persons composing the Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Persons composing the Borrower will make such payment with respect to, or perform, such Obligation. Subject to the terms and conditions hereof, the Obligations of each of the Persons composing the Borrower under the provisions of this Section 4.06 constitute the absolute and unconditional, full recourse Obligations of each of the Persons composing the Borrower, enforceable against each such Person to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement, the other Loan Documents or any other circumstances whatsoever.

(b) The provisions of this Section 4.06 are made for the benefit of the Agents, the Lenders and their successors and assigns, and may be enforced by them from time to time against any or all of the Persons composing the Borrower as often as occasion therefor may arise and without requirement on the part of the Agents, the Lenders or such successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any of the other Persons composing the Borrower or to exhaust any remedies available to it or them against any of the other Persons composing the Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 4.06 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied.

(c) No Person composing the Borrower will exercise any rights that it may now or hereafter acquire against any Loan Party or any guarantor that arise from the

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existence, payment, performance or enforcement of such Person’s obligations under this Agreement, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agents and the Lenders against any Loan Party or any guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from any Loan Party or any guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right.

ARTICLE V.

CONDITIONS TO LOANS

Section 5.01 Conditions Precedent. The obligation of the Lenders (or any member thereof) to make the initial Loans (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the reasonable satisfaction of the Administrative Agent, of each of the conditions precedent set forth below:

(a) Payment of Fees, Etc. The Borrower shall have paid all fees, costs, expenses and taxes then payable pursuant to Sections 2.06 and/or 12.04.

(b) [Intentionally Omitted]

(c) [Intentionally Omitted]

(d) Delivery of Documents. The Collateral Agent shall have received on or before the Restatement Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Restatement Effective Date:

(i) the Security Agreement;

(ii) the Ratification Agreement;

(iii) the Fee Letter;

(iv) the Flow of Funds Agreement;

(v) [intentionally omitted];

(vi) [intentionally omitted];

(vii) certified copies of all effective financing statements which name as debtor any Loan Party, together with copies of such financing statements, none of which, except for Permitted Liens and as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except for Permitted Liens and as otherwise agreed to in writing by the Collateral Agent, shall not show any such Liens;

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(viii) a copy of the resolutions of each Loan Party, certified as of the Restatement Effective Date by an Authorized Officer thereof, authorizing (A) the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party, and (B) the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;

(ix) a certificate of an Authorized Officer of each Loan Party, certifying the names, offices, and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith;

(x) a certificate of the appropriate official(s) of the state of organization and each state of foreign qualification of each Loan Party certifying as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such states (except, in the case of the states of foreign qualification, where the failure to be so qualified or in good standing, or to pay such taxes, could not reasonably be expected to result in a Material Adverse Affect);

(xi) a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Restatement Effective Date by an appropriate official of the state of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein;

(xii) a copy of the charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of each Loan Party, together with all amendments thereto, certified as of the Restatement Effective Date by an Authorized Officer of such Loan Party;

(xiii) an opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel to the Loan Parties, substantially in the form of Exhibit 5.01(d);

(xiv) a certificate of an Authorized Officer of each Loan Party, certifying as to the matters set forth in Section 5.02(b);

(xv) a copy of the Financial Statements, certified by an Authorized Officer of the Parent;

(xvi) a copy of the financial projections described in Section 6.01(g)(ii) hereof, which projections shall be reasonably satisfactory in form and substance to the Agents;

(xvii) a certificate of an Authorized Officer of the Parent, setting forth in reasonable detail the calculations required to establish compliance, on a pro forma basis based on the most recent financial statements of the Parent and its Subsidiaries and after giving effect to the receipt of the proceeds of the Loans to be made on the Restatement Effective Date and the aggregate outstanding principal amount of the Existing Revolving Loans as of the Restatement Effective Date, with the financial covenants contained in Section 7.03; and

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(xviii) a certificate of an Authorized Officer of each Loan Party, certifying as to the solvency of such Loan Party, which certificate shall be reasonably satisfactory in form and substance to the Collateral Agent.

(e) Material Adverse Effect. The Collateral Agent shall have determined, in its reasonable judgment, that no event or development shall have occurred since December 31, 2005 which could reasonably be expected to result in a Material Adverse Effect.

(f) [Intentionally Omitted].

(g) [Intentionally Omitted].

(h) [Intentionally Omitted].

(i) [Intentionally Omitted].

(j) [Intentionally Omitted].

(k) Availability. After giving effect to (i) all Revolving Loans to be made on the Restatement Effective Date and the aggregate outstanding principal amount of the Existing Revolving Loans as of the Restatement Effective Date, and (ii) the payment of all fees and expenses required to be paid by the Borrower on the Restatement Effective Date under this Agreement and the other Loan Documents, Availability plus Qualified Cash shall not be less than $5,000,000. The Borrower shall deliver to the Collateral Agent a certificate of the chief financial officer of the Borrower certifying as to the calculation of Availability.

(l) Loans on Restatement Effective Date. The sum of the aggregate amount of all Revolving Loans to be made on the Restatement Effective Date plus the aggregate outstanding principal amount of the Existing Revolving Loans as of the Restatement Effective Date shall not exceed $70,000,000. The sum of the aggregate amount of all Loans to be made on the Restatement Effective Date plus the aggregate outstanding amount of the Existing Revolving Loans as of the Restatement Effective Date shall not exceed 5.0 times TTM EBITDA for the most recently completed 12 month period set forth in the Financial Statements.

(m) Restatement Effective Date Dividend. The Agents shall be satisfied that the payment of the Restatement Effective Date Dividend complies with all applicable laws, rules, regulations and orders.

Section 5.02 Conditions Precedent to All Loans. The obligation of any Agent or any Lender to make any Loan is subject to the fulfillment of each of the following conditions precedent:

(a) Payment of Fees, Etc. The Borrower shall have paid all fees, costs, expenses and taxes then payable by the Borrower pursuant to this Agreement and the other Loan Documents, including, without limitation, Sections 2.06 and 12.04 hereof; provided that, with respect to out-of-pocket fees, costs, and expenses of the Agents and Lenders payable by the Borrower, such out-of-pocket fees, costs, and expenses have been invoiced to the Borrower.

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(b) Representations and Warranties; No Event of Default. The following statements shall be true and correct, and the request for a borrowing by the Borrower hereunder (including submission by the Borrower to the Administrative Agent of a Notice of Borrowing with respect to each such Loan), and the Borrower’s acceptance of the proceeds of such Loan, shall each be deemed to be a representation and warranty by each Loan Party on the date of such Loan that: (i) the representations and warranties contained in Article VI and in each other Loan Document, certificate or other writing delivered to any Agent or any Lender by any Loan Party pursuant hereto or thereto on or prior to the date of such Loan are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of such date as though made on and as of such date (except to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true as of such earlier date), (ii) at the time of and after giving effect to the making of such Loan and the application of the proceeds thereof, no Default or Event of Default has occurred and is continuing or would result from the making of the Loan to be made, and (iii) the conditions set forth in this Section 5.02 have been satisfied or waived as of the date of such request.

(c) [Intentionally Omitted].

(d) Notices. The Administrative Agent shall have received a Notice of Borrowing pursuant to Section 2.02 hereof.

(e) [Intentionally Omitted].

(f) [Intentionally Omitted].

ARTICLE VI.

REPRESENTATIONS AND WARRANTIES

Section 6.01 Representations and Warranties. Each Loan Party (or, if expressly noted otherwise, the specific Loan Party making the representation and warranty) hereby represents and warrants to the Agents and the Lenders:

(a) Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as currently contemplated and, in the case of the Borrower, to make the borrowings hereunder, and to execute and deliver each Loan Document to which it is a party, and to consummate the transactions contemplated thereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which such qualification or good standing is required, except, in the case of jurisdictions of foreign qualification, where the failure to be so qualified or in good standing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

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(b) Authorization, Etc. The execution, delivery and performance by each Loan Party of each Loan Document to which it is or will be a party, (i) have been duly authorized by all necessary action, (ii) do not and will not contravene its charter or by-laws, its limited liability company or operating agreement or its certificate of partnership or partnership agreement, as applicable, any applicable law or any third party contractual restriction binding on or otherwise affecting it or any of its properties except where contravention of a third party contractual restriction could not reasonably be expected to result in a Material Adverse Effect, (iii) do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and (iv) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties except where any of the foregoing could not reasonably be expected to result in a Material Adverse Effect.

(c) Governmental Approvals. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required in connection with the due execution, delivery and performance by any Loan Party of any Loan Document to which it is or will be a party except where the failure to obtain any of the foregoing could not reasonably be expected to have a Material Adverse Effect.

(d) Enforceability of Loan Documents. This Agreement is, and each other Loan Document to which any Loan Party is or will be a party, when delivered hereunder, will be, a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered a proceeding in equity or at law.

(e) Subsidiaries. Schedule 6.01(e) is a complete and correct description of the name, jurisdiction of incorporation and ownership of the outstanding Capital Stock of each Subsidiary of the Parent as of the Restatement Effective Date. All of the issued and outstanding shares of Capital Stock of such Subsidiaries have been validly issued and are fully paid and nonassessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights. Such Capital Stock is owned by the Parent or one or more of its wholly-owned Subsidiaries free and clear of all Liens (other than Liens under the Loan Documents and Permitted Liens). There are no outstanding debt or equity securities of the Borrower or any of its Subsidiaries and no outstanding obligations of the Borrower or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Borrower or any of its Subsidiaries, or other obligations of any Subsidiary to issue, directly or indirectly, any shares of Capital Stock of any Subsidiary of the Borrower, in each case, other than as set forth on Schedule 6.01(e).

(f) Litigation; Commercial Tort Claims. Except as set forth in Schedule 6.01(f), (i) there is no pending or, to the knowledge of any Loan Party, written threat of any action, suit or proceeding affecting any Loan Party before any court or other Governmental

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Authority or any arbitrator that (A) if adversely determined, could reasonably be expected to result in a Material Adverse Effect or (B) relates to this Agreement or any other Loan Document or any transaction contemplated hereby or thereby and (ii) as of the Restatement Effective Date, none of the Loan Parties holds any commercial tort claims involving a claim in excess of $250,000 in respect of which a claim has been filed in a court of law or a written notice by an attorney has been given to a potential defendant.

(g) Financial Condition.

(i) The Financial Statements, copies of which have been delivered to each Agent and each Lender, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the fiscal periods ended on such respective dates, all in accordance with GAAP, and since December 31, 2005 no event or development has occurred that has had or could reasonably be expected to result in a Material Adverse Effect.

(ii) The Parent has heretofore furnished to each Agent and each Lender projected monthly balance sheets, income statements and statements or projections of cash flows of the Parent and its Subsidiaries for the period ending December 31, 2007 and quarterly balance sheets, income statements and statements or projections of cash flows of the Parent and its Subsidiaries for the period ending December 31, 2009. Such projections are believed by the Parent at the time furnished to be reasonable, have been prepared on a reasonable basis and in good faith by the Parent, and have been based on assumptions believed by the Parent to be reasonable at the time made and upon the best information then reasonably available to the Parent, and the Parent is not aware of any facts or information that would lead it to believe that such projections are incorrect or misleading in any material respect.

(h) Compliance with Law, Etc. No Loan Party is in violation of its organizational documents, any law, rule, regulation, judgment or order of any Governmental Authority applicable to it or any of its property or assets, or any material term of any agreement or instrument binding on or otherwise affecting it or any of its properties and which could reasonably be expected to result in a Material Adverse Effect, and no Default or Event of Default has occurred and is continuing.

(i) ERISA. Except as set forth on Schedule 6.01(i), (i) each Employee Plan is in substantial compliance with ERISA and the IRC, (ii) no Termination Event has occurred nor is reasonably expected to occur with respect to any Employee Plan, (iii) the most recent annual report (Form 5500 Series) with respect to each Employee Plan, including any required Schedule B (Actuarial Information) thereto, copies of which have been filed with the Internal Revenue Service and delivered to the Agents, is complete and correct and fairly presents the funding status of such Employee Plan, and since the date of such report there has been no material adverse change in such funding status, (iv) copies of each agreement entered into with the PBGC, the U.S. Department of Labor or the Internal Revenue Service with respect to any Employee Plan have been delivered to the Agents, (v) no Employee Plan had an accumulated or waived funding deficiency or permitted decrease which would create a deficiency in its funding standard account or has applied for an extension of any amortization period within the meaning of Section 412 of the IRC at any time during the previous 60 months, and (vi) no Lien imposed

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under the IRC or ERISA exists or is likely to arise on account of any Employee Plan within the meaning of Section 412 of the IRC. Except as set forth on Schedule 6.01(i), no Loan Party or any of its ERISA Affiliates has incurred any withdrawal liability under ERISA with respect to any Multiemployer Plan, or is aware of any facts indicating that it or any of its ERISA Affiliates may in the future incur any such withdrawal liability. No Loan Party or any of its ERISA Affiliates has (nor, to the knowledge of any Loan Party, any fiduciary (other than any Loan Party or its ERISA Affiliates) of any Employee Plan has) (A) engaged in a nonexempt prohibited transaction described in Sections 406 of ERISA or 4975 of the IRC except as would not be reasonably expected to result in liabilities exceeding $100,000 on a consolidated aggregate basis for any Loan Party and any of its ERISA Affiliates, (B) failed to pay any required installment or other payment required under Section 412 of the IRC on or before the due date for such required installment or payment, (C) engaged in a transaction within the meaning of Section 4069 of ERISA or (D) incurred any liability to the PBGC which remains outstanding other than the payment of premiums, and there are no premium payments which have become due which are unpaid. There are no pending or, to the knowledge of any Loan Party, threatened claims, actions, proceedings or lawsuits (other than claims for benefits in the normal course) asserted or instituted against (1) any Employee Plan or its assets, (2) any fiduciary with respect to any Employee Plan, or (3) any Loan Party or any of its ERISA Affiliates with respect to any Employee Plan. Except as required by Section 4980B of the IRC, no Loan Party or any of its ERISA Affiliates maintains an employee welfare benefit plan (as defined in Section 3(1) of ERISA) which provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of any Loan Party or any of its ERISA Affiliates or coverage after a participant’s termination of employment.

(j) Taxes, Etc. All Federal, state and local tax returns and other reports required by applicable law to be filed by any Loan Party have been filed, or extensions have been obtained, and all taxes, assessments and other governmental charges imposed upon any Loan Party or any property of any Loan Party and which have become due and payable have been paid, except to the extent contested in good faith by proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP.

(k) Regulations T, U and X. No Loan Party is or will be engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation T, U or X), and no proceeds of any Loan will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

(l) Nature of Business. No Loan Party is engaged in any business other than online career services and businesses reasonably related or ancillary thereto.

(m) Adverse Agreements, Etc. No Loan Party is a party to any agreement or instrument, or subject to any charter, limited liability company agreement, partnership agreement or other corporate, partnership or limited liability company restriction or any judgment, order, regulation, ruling or other requirement of a court or other Governmental Authority, which has, or in the future could reasonably be expected to result in, a Material Adverse Effect.

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(n) Permits, Etc. Except as has not had a Material Adverse Effect or as could not reasonably be expected to result in a Material Adverse Effect, each Loan Party has, and is in compliance with, all permits, licenses, authorizations, approvals, entitlements and accreditations required for such Person lawfully to own, lease, manage or operate, or to acquire, each business currently owned, leased, managed or operated, or to be acquired, by such Person. Except as has not had a Material Adverse Effect or as could not reasonably be expected to result in a Material Adverse Effect, no condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such permit, license, authorization, approval, entitlement or accreditation, and there is no claim that any thereof is not in full force and effect.

(o) Properties. Each Loan Party has good and marketable title to, valid leasehold interests in, or valid licenses to use, all assets (not including intellectual property) material to its business, free and clear of all Liens other than Permitted Liens, except where the failure to comply with any of the foregoing could not reasonably be expected to result in a Material Adverse Effect. All such assets are in good working order and condition, ordinary wear and tear excepted. Schedule 6.01(o) sets forth a complete and accurate list, as of the Restatement Effective Date, of the location, by state and street address, of all real property owned or leased by each Loan Party.

(p) Full Disclosure. All factual information (taken as a whole) provided by or on behalf of any Loan Party or its Subsidiaries in writing to any Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter provided by or on behalf of any Loan Party or its Subsidiaries in writing to any Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or provided and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided; provided that, with respect to projected financial information, each Loan Party represents only that such information prepared by it was prepared in good faith based upon assumptions believed to be reasonable at the time.

(q) [Intentionally Omitted].

(r) Environmental Matters. Except as set forth on Schedule 6.01(r), (i) the operations of each Loan Party are in compliance with all Environmental Laws; (ii) there has been no Release at any of the properties owned or operated by any Loan Party or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to result in a Material Adverse Effect; (iii) no Environmental Action has been asserted against any Loan Party or any predecessor in interest nor does any Loan Party have knowledge or notice of any threatened or pending Environmental Action against any Loan Party or any

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predecessor in interest which could reasonably be expected to result in a Material Adverse Effect; (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any Loan Party or any predecessor in interest which could reasonably be expected to result in a Material Adverse Effect; (v) no property now or formerly owned or occupied by a Loan Party has been used as a treatment or disposal site for any Hazardous Material; (vi) no Loan Party has failed to report to the proper Governmental Authority the occurrence of any Release which is required to be so reported by any Environmental Laws which could reasonably be expected to result in a Material Adverse Effect; (vii) each Loan Party holds all licenses, permits and approvals required under any Environmental Laws in connection with the operation of the business carried on by it, except for such licenses, permits and approvals as to which a Loan Party’s failure to maintain or comply with could not reasonably be expected to result in a Material Adverse Effect; and (viii) no Loan Party has received any notification pursuant to any Environmental Laws that (A) any work, repairs, construction or Capital Expenditures are required to be made in respect as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto or (B) any license, permit or approval referred to above is about to be reviewed, made subject to limitations or conditions, revoked, withdrawn or terminated, in each case, except as could not reasonably be expected to result in a Material Adverse Effect.

(s) Insurance. Each Loan Party keeps its property adequately insured and maintains (i) insurance to such extent and against such risks, including fire, as is customary with companies in the same or similar businesses, (ii) worker’s compensation insurance in the amount required by applicable law, (iii) public liability insurance, which shall include product liability insurance, in the amount customary with companies in the same or similar business against claims for personal injury or death on properties owned, occupied or controlled by it, and (iv) such other insurance as may be required by law. Schedule 6.01(s) sets forth a list of all insurance maintained by each Loan Party on the Restatement Effective Date.

(t) Use of Proceeds. The proceeds of the Loans shall be used to (i) pay the dividend described in Section 7.02(h)(F), (ii) pay fees and expenses in connection with the transactions contemplated hereby, and (iii) fund working capital and general corporate purposes of the Borrower and its Subsidiaries.

(u) Solvency. After giving effect to the transactions contemplated by this Agreement and before and after giving effect to each Loan, each Loan Party is, and the Loan Parties on a consolidated basis are, Solvent.

(v) Location of Bank Accounts. Schedule 6.01(v) sets forth a complete and accurate list as of the Restatement Effective Date of all deposit, checking and other bank accounts, all securities and other accounts maintained with any broker dealer and all other similar accounts maintained by each Loan Party, together with the name of the bank or broker dealer at which such deposit or other account is maintained, the account number and the purpose thereof.

(w) Intellectual Property. Except as set forth on Schedule 6.01(w), each Loan Party owns or licenses or otherwise has the right to use all patents, patent applications, trademarks, trademark applications, service marks, tradenames, copyrights, copyright

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applications, and other intellectual property rights that are necessary for the operation of its business, without, to the best knowledge of each Loan Party, infringement upon or conflict with the rights of any other Person with respect thereto, except for such infringements and conflicts which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Set forth on Schedule 6.01(w) is a complete and accurate list as of the Restatement Effective Date of (i) all such material patents, patent applications, trademarks, trademark applications, service marks, tradenames, copyrights, copyright applications, and other registered intellectual property rights of each Loan Party, and (ii) all material intellectual property licenses of each Loan Party. Except as set forth on Schedule 6.01(w), (A) no claim or litigation regarding any of the foregoing is pending or threatened in writing, except for such infringements and conflicts which could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect, and (B) the foregoing is free and clear of all Liens other than Permitted Liens. To the knowledge of each Loan Party, no patent, invention, device, application, principle or any governmental statute, law, rule, regulation, standard or code is pending, which, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

(x) [Intentionally Omitted].

(y) Investment Company Acts. None of the Loan Parties is an “investment company” or an “affiliated person” or “promoter” of, or “principal underwriter” of or for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended.

(z) Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened in writing against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened in writing against any Loan Party which arises out of or under any collective bargaining agreement, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against any Loan Party that could reasonably be expected to result in a Material Adverse Effect, or (iii) to the knowledge of any Loan Party, no union representation question existing with respect to the employees of any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party. No Loan Party or any of its ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(aa) Customers and Suppliers. There exists no actual or threatened termination, cancellation or limitation of, or modification to or change in, the business relationship between (i) any Loan Party, on the one hand, and any customer or any group thereof,

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on the other hand, whose agreements with any Loan Party are individually or in the aggregate material to the business or operations of such Loan Party, or (ii) any Loan Party, on the one hand, and any material supplier thereof, on the other hand.

(bb) No Bankruptcy Filing. No Loan Party is contemplating either the filing of a petition by it under any state, federal or foreign bankruptcy or insolvency laws or the liquidation of all or a major portion of such Loan Party’s assets or property, and no Loan Party has any knowledge of any Person contemplating the filing of any such petition against it.

(cc) Separate Existence.

(i) All necessary formalities regarding the corporate existence of the Parent and Dice have been at all times observed since their formation. All necessary formalities regarding the corporate existence of each Subsidiary of Dice that is a Borrower have at been at all times observed since the later of (A) its formation and (B) its acquisition by Dice.

(ii) Since their formation, the Parent and Dice have at all times accurately maintained their financial statements, accounting records and other organizational documents separate from those of any Affiliate of such Loan Party (other than any Loan Party) and any other Person (other than any Loan Party). Since the later of (A) its formation and (B) its acquisition by Dice, each Subsidiary of Dice that is a Borrower has at all times accurately maintained its financial statements, accounting records and other organizational documents separate from those of any Affiliate of such Loan Party (other than any Loan Party) and any other Person (other than any Loan Party).

(iii) Since its formation, neither the Parent nor the Borrower have at any time commingled its assets with those of any of its Affiliates (other than any Loan Party) or any other Person (other than any Loan Party). Since the later of (A) its formation and (B) its acquisition by Dice, each Subsidiary of Dice that is a Borrower has at no time commingled its assets with those of any of its Affiliates (other than any Loan Party) or any other Person (other than any Loan Party).

(iv) Since their formation, the Parent and the Borrower have at all times identified themselves in all dealings with the public, under their own name or tradenames and as separate and distinct Persons. Since the later of (A) its formation and (B) its acquisition by Dice, each Subsidiary of Dice that is a Borrower has at all times identified themselves in all dealings with the public, under their own name or tradenames and as separate and distinct Persons.

(v) Since its formation, neither the Parent nor the Borrower have at any time identified itself as being a division or a part of any other Person (other than any Loan Party). Since the later of (A) its formation and (B) its acquisition by Dice, no Subsidiary of Dice that is a Borrower has at any time identified itself as being a division or a part of any other Person (other than any Loan Party).

(dd) Name; Jurisdiction of Organization; Organizational ID Number; Chief Place of Business; Chief Executive Office; FEIN. Schedule 6.01(dd) sets forth a complete and accurate list as of the Restatement Effective Date of (i) the exact legal name of each Loan

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Party, (ii) the jurisdiction of organization of each Loan Party, (iii) the organizational identification number of each Loan Party (or indicates that such Loan Party has no organizational identification number), (iv) each place of business of each Loan Party, (v) the chief executive office of each Loan Party and (vi) the federal employer identification number of each Loan Party.

(ee) [Intentionally Omitted].

(ff) Locations of Collateral. There is no location at which any Loan Party has any Collateral (except for Inventory in transit) other than (i) those locations listed on Schedule 6.01(ff) and (ii) any other locations approved in writing by the Collateral Agent from time to time.

(gg) Security Interests. Each Security Agreement creates in favor of the Collateral Agent, for the benefit of the Lenders and the Hedging Providers, a legal, valid and enforceable security interest in the Collateral covered thereby. Such security interests in and Liens on the Collateral granted thereby are perfected, to the extent perfection can be accomplished through the filing of financing statements, first priority security interests (subject to Permitted Liens), and no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and Liens, to the extent perfection can be accomplished by making such filings.

ARTICLE VII.

COVENANTS OF THE LOAN PARTIES

Section 7.01 Affirmative Covenants. So long as any principal of or interest on any Loan, or any other Obligation (whether or not due) shall remain unpaid or any Lender shall have any Commitment hereunder, each Loan Party will and will cause each of its Subsidiaries to:

(a) Reporting Requirements. Furnish to each Agent and each Lender:

(i) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of the Parent, unaudited consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and consolidated statements of cash flows of the Parent and its Subsidiaries as at the end of such quarter, and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the figures for the corresponding date or period of the immediately preceding Fiscal Year, all in reasonable detail and certified by an Authorized Officer of the Parent as fairly presenting, in all material respects, the financial position of the Parent and its Subsidiaries as of the end of such quarter and the results of operations and cash flows of the Parent and its Subsidiaries for such quarter, in accordance with GAAP applied in a manner consistent with that of the most recent audited financial statements of the Parent and its Subsidiaries furnished to the Agents and the Lenders, subject to normal year-end audit adjustments and the absence of footnotes;

(ii) as soon as available, and in any event within 120 days after the end of each Fiscal Year of the Parent and its Subsidiaries, consolidated balance sheets,

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consolidated statements of operations and shareholder’s equity and consolidated statements of cash flows of the Parent and its Subsidiaries as at the end of such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the immediately preceding Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, and accompanied by a report and an unqualified opinion, prepared in accordance with generally accepted auditing standards, of independent certified public accountants of recognized standing selected by the Parent and reasonably satisfactory to the Agents (which opinion shall be without (A) a “going concern” or like qualification or exception, (B) any qualification or exception as to the scope of such audit, or (C) any qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 7.03, together with a written statement of such accountants (1) to the effect that, in making the examination necessary for their audit of such financial statements, they have not obtained any knowledge of the existence of an Event of Default or a Default under Section 7.03 and (2) if such accountants shall have obtained any knowledge of the existence of an Event of Default or such Default under Section 7.03, describing the nature thereof;

(iii) as soon as available, and in any event within 30 days after the end of each fiscal month of the Parent and its Subsidiaries (or, for the last month in a fiscal quarter, within 45 days after the end of such fiscal month), internally prepared consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and consolidated statements of cash flows as at the end of such fiscal month, in each case in the form prepared by the Borrower as of the date hereof or otherwise in form and substance reasonably satisfactory to the Agents, and all in reasonable detail;

(iv) simultaneously with the delivery of the financial statements of the Parent and its Subsidiaries required by clauses (i), (ii) and (iii) of this Section 7.01(a), a certificate of an Authorized Officer of the Parent (A) stating that such Authorized Officer has reviewed the provisions of this Agreement and the other Loan Documents and has made or caused to be made under his or her supervision a review of the condition and operations of the Parent and its Subsidiaries during the period covered by such financial statements with a view to determining whether the Parent and its Subsidiaries were in compliance with all of the provisions of this Agreement and such Loan Documents at the times such compliance is required hereby and thereby, and that such review has not disclosed, and such Authorized Officer has no knowledge of, the existence during such period of an Event of Default or Default or, if an Event of Default or Default existed, describing the nature and period of existence thereof and the action which the Parent and its Subsidiaries propose to take or have taken with respect thereto and (B) for the financial statements delivered pursuant to Section 7.01(a)(i) or, with respect to the fourth fiscal quarter of any Fiscal Year, the financial statements delivered for the last fiscal month of such fiscal quarter pursuant to Section 7.01(a)(iii), attaching a schedule showing the calculation of the financial covenants specified in Section 7.03;

(v) [intentionally omitted];

(vi) simultaneously with the delivery of the financial statements of the Parent and its Subsidiaries required by clause (i) of this Section 7.01(a) (or, in the case of the fourth fiscal quarter of the Parent, in the last fiscal month of such fiscal quarter

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simultaneously with the delivery of the financial statements of the Parent and its Subsidiaries required by clause (iii) of this Section 7.01(a)), a Borrowing Base Certificate, current as of the last day of the applicable quarter, supported by schedules showing the derivation thereof and containing such detail and other information as any Agent may request from time to time; provided that if the most recent Senior Leverage Ratio of the Parent and its Subsidiaries (determined each fiscal quarter on the date the Loan Parties deliver to Agents and Lenders the certified calculation of the Senior Leverage Ratio pursuant to Section 7.01(a)(iv) hereof) is greater than 4.5:1.00, then for the immediately succeeding fiscal quarter, the Borrowing Base Certificate shall be delivered simultaneously with the delivery of the financial statements of the Parent and its Subsidiaries required by clause (iii) of this Section 7.01(a); provided further that if the Parent and its Subsidiaries fail to provide the certified calculation of the Senior Leverage Ratio when such certified calculation is due, the Borrowing Base Certificate shall be delivered simultaneously with the delivery of the financial statements of the Parent and its Subsidiaries required by clause (iii) until the date on which such certified calculation is delivered;

(vii) on or before January 31 of each year, financial projections, supplementing and superseding the financial projections for the period referred to in Section 6.01(g)(ii)(A), prepared on a monthly basis in the form prepared by the Borrower as of the date hereof or otherwise in form and substance reasonably satisfactory to the Agents, for the immediately succeeding Fiscal Year for the Parent and its Subsidiaries, all such financial projections to be prepared on a reasonable basis and in good faith, and to be based on assumptions believed by the Parent to be reasonable at the time made and from the best information then available to the Parent;

(viii) promptly after submission to any Governmental Authority, all documents and information furnished to such Governmental Authority in connection with any action, suit, or proceeding against any Loan Party (including any action, suit, or proceeding threatened in writing other than routine inquiries by such Governmental Authority);

(ix) as soon as possible, and in any event within 3 days after the occurrence of an Event of Default or Default or the occurrence of any event or development that could reasonably be expected to result in a Material Adverse Effect, the written statement of an Authorized Officer of the Borrower setting forth the details of such Event of Default or Default or other event or development having a Material Adverse Effect and the action which the affected Loan Party proposes to take with respect thereto;

(x) (A) as soon as possible and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that (1) any Reportable Event with respect to any Employee Plan has occurred, (2) any other Termination Event with respect to any Employee Plan has occurred, or (3) an accumulated funding deficiency has been incurred or an application has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the IRC with respect to an Employee Plan, a statement of an Authorized Officer of the Borrower setting forth the details of such occurrence and the action, if any, which such Loan Party or such ERISA Affiliate proposes to take with respect thereto, (B) promptly and in any event within 5 days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from the PBGC, copies of each notice received

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by any Loan Party or any ERISA Affiliate thereof of the PBGC’s intention to terminate any Employee Plan or to have a trustee appointed to administer any Employee Plan, (C) promptly and in any event within 10 days after the filing thereof with the Internal Revenue Service if requested by any Agent, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Employee Plan and Multiemployer Plan, (D) promptly and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that a required installment within the meaning of Section 412 of the IRC has not been made when due with respect to an Employee Plan, (E) promptly and in any event within 5 days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from a sponsor of a Multiemployer Plan or from the PBGC, a copy of each notice received by any Loan Party or any ERISA Affiliate thereof concerning the imposition or amount of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA, and (F) promptly and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof sends notice of a plant closing or mass layoff (as defined in WARN) to employees, copies of each such notice sent by such Loan Party or such ERISA Affiliate thereof;

(xi) promptly after the commencement thereof but in any event not later than 10 days after service of process with respect thereto on, or the obtaining of knowledge thereof by, any Loan Party, notice of each action, suit or proceeding before any court or other Governmental Authority or other regulatory body or any arbitrator which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

(xii) [intentionally omitted];

(xiii) promptly after the sending or filing thereof, copies of all statements, reports and other information any Loan Party sends to any holders of its Indebtedness or its securities or files with the SEC or any national (domestic or foreign) securities exchange;

(xiv) promptly upon receipt thereof, copies of all management letters, if any, submitted to any Loan Party by its auditors in connection with any annual or interim audit of the books thereof; and

(xv) promptly upon request, such other information concerning the condition or operations, financial or otherwise, of any Loan Party as any Agent may from time to time may reasonably request.

(b) Additional Guaranties and Collateral Security. Cause:

(i) each Subsidiary of any Loan Party to execute and deliver to the Collateral Agent promptly and in any event within 15 Business Days after the formation or acquisition thereof (A) a Guaranty guaranteeing the Obligations, (B) a joinder to the Security Agreement, together with (x) if such Subsidiary has any Domestic Subsidiaries, (I) certificates evidencing all of the Capital Stock of such Subsidiary owned by such Subsidiary, (II) undated stock powers executed in blank, and (III) such opinions of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (y) if such

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Subsidiary has any first-tier Subsidiaries that are CFCs, (I) certificates evidencing 65% of the outstanding voting Capital Stock of such Subsidiary, (II) undated stock powers executed in blank, and (III) such opinions of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (C) if the Subsidiary has real property that would constitute After Acquired Real Property if it were acquired by a Loan Party, one or more Mortgages creating on such real property of such Subsidiary a perfected, first priority Lien (subject to Permitted Liens) on such real property, a Title Insurance Policy covering such real property, a current ALTA survey thereof and a surveyor’s certificate, each in form and substance reasonably satisfactory to the Collateral Agent, together with such other agreements, instruments and documents required under Section 7.01(o); provided that the Collateral Agent shall not require a Mortgage and other documents for any parcel of real property if the mortgage recording tax associated therewith is substantial (in the reasonable judgment of the Collateral Agent) in relation to the Current Value of such real property, and (D) such other agreements, instruments, approvals, legal opinions, or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Security Agreement or Mortgage, or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets (other than real property that would not constitute After Acquired Real Property if it were acquired by a Loan Party) of such Subsidiary shall become Collateral for the Obligations; provided that none of the foregoing documents shall be required to be provided to Collateral Agent with respect to any Subsidiary of a Loan Party that is a CFC (or any Subsidiary of any such CFC); and

(ii) each Loan Party that is the owner of the Capital Stock of any such Subsidiary to execute and deliver promptly and in any event within 15 Business Days after the formation or acquisition of such Subsidiary a joinder to the Security Agreement (if it is not already a party thereto), together with (A) if such Subsidiary is a Domestic Subsidiary (other than any Subsidiary of a CFC) of such Loan Party, (w) certificates evidencing all of the Capital Stock of such Subsidiary owned by such Loan Party, (x) undated stock powers executed in blank, (y) such opinions of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (z) such other agreements, instruments, approvals, legal opinions, or other documents reasonably requested by the Collateral Agent, or (B) if such Subsidiary is a CFC and a first-tier Subsidiary of such Loan Party, (w) certificates evidencing 65% of the outstanding voting Capital Stock of such Subsidiary owned by such Loan Party, (x) undated stock powers executed in blank, (y) such opinions of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (z) such other agreements, instruments, approvals, legal opinions, or other documents reasonably requested by the Collateral Agent.

(c) Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply, in all material respects with all applicable laws, rules, regulations and orders (including, without limitation, all Environmental Laws).

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(d) Preservation of Existence, Etc. Other than as expressly permitted under Section 7.02(c), maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and in good standing in each jurisdiction in which such qualification or good standing is required, except, in the case of jurisdictions of foreign qualification, where the failure to be so qualified or in good standing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(e) Keeping of Records and Books of Account. Keep, and cause each of its Subsidiaries to keep, adequate records and books of account, with complete entries made to permit the preparation of financial statements in accordance with GAAP.

(f) Inspection Rights. Permit, and cause each of its Subsidiaries to permit, the agents and representatives of any Agent, at any time and from time to time, during reasonable business hours, to, at the sole expense of such Agent if no Event of Default shall have occurred and be continuing, (i) examine and make copies of and abstracts from its records and books of account, and (ii) visit it and discuss its affairs, finances and accounts with any of its directors, officers, managerial employees, independent accountants or any of its other representatives (the actions referred to in the foregoing clauses (i)– (ii), the “Agent Inspections”); provided that so long as no Event of Default shall have occurred and be continuing, Agent shall provide reasonable prior notice of any Agent Inspection and shall only conduct 2 Agent Inspections per year. At any time that a Default or an Event of Default has occurred and is continuing, the Borrower agrees to pay (A) $1,750 per day per examiner plus the examiner’s out-of-pocket costs and reasonable expenses incurred in connection with all such Agent Inspections, and (B) the cost of all audits, appraisals and valuations (including enterprise valuation appraisals) conducted by third party auditors or appraisers on behalf of the Agents.

(g) Maintenance of Properties, Etc. Except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect, maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties which are necessary for the proper conduct of its business in good working order and condition, ordinary wear and tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with the provisions of all leases to which it is a party as lessee or under which it occupies property, so as to prevent any material loss or forfeiture thereof or thereunder.

(h) Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with financially sound and reputable insurance companies or associations, in such amounts and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is customarily maintained by companies in similar businesses similarly situated and in any event in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. All policies covering the Collateral are to be made payable to the Collateral Agent for the benefit of the Lenders and Hedging Providers, as its interests may appear, in case of loss, under a standard non contributory “lender” or “secured party” clause and are to contain such other provisions as the Collateral Agent may reasonably require to fully protect the Lenders’ interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to the Collateral Agent and the policies are to be premium prepaid, with the loss payable and additional insured endorsement

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in favor of the Collateral Agent and such other Persons as the Collateral Agent may designate from time to time, and shall provide for not less than 30 days prior written notice to the Collateral Agent of the exercise of any right of cancellation. If any Loan Party or any of its Subsidiaries fails to maintain such insurance, the Collateral Agent may arrange for such insurance, but at the Borrower’s expense and without any responsibility on the Collateral Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the sole right, in the name of the Lenders, any Loan Party and its Subsidiaries, to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

(i) Obtaining of Permits, Etc. Except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect, obtain, maintain and preserve, and cause each of its Subsidiaries to obtain, maintain and preserve, and take all necessary action to timely renew, all permits, licenses, authorizations, approvals, entitlements and accreditations which are necessary for the proper conduct of its business.

(j) Environmental. (i) Keep any property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens; (ii) comply, and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Collateral Agent any documentation of such compliance which the Collateral Agent may reasonably request; (iii) immediately notify the Agents of any material Release of a Hazardous Material in excess of any reportable quantity from or onto property owned or operated by it or any of its Subsidiaries and take any Remedial Actions required by Environmental Laws to abate said Release; (iv) promptly provide the Agents with written notice within 10 days of the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any of its Subsidiaries; (B) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any of its Subsidiaries; and (C) notice of a violation, citation or other administrative order which could reasonably be expected to result in a Material Adverse Effect and (v) defend, indemnify and hold harmless the Agents and the Lenders and their transferees, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, reasonable attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the presence, disposal, release or threatened release of any Hazardous Materials on any property at any time owned or occupied by any Loan Party or any of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials, (D) any violation of any Environmental Law by any Loan Party, or (E) any Environmental Action filed against any Agent or any Lender, except to the extent such claim arises out of the gross negligence or willful misconduct of any Agent or any Lender as determined by a final judgment of a court of competent jurisdiction.

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(k) Further Assurances. Take such action and execute, acknowledge and deliver, and cause each of its Subsidiaries to take such action and execute, acknowledge and deliver, at its sole cost and expense, such agreements, instruments or other documents as any Agent may reasonably require from time to time in order (i) to carry out more effectively the purposes of this Agreement and the other Loan Documents, (ii) to subject to valid and perfected first priority Liens (subject to Permitted Liens) any of the Collateral or any other property of any Loan Party and its Subsidiaries (other than real property that does not meet the requirements of After Acquired Real Property), (iii) to establish and maintain the validity and effectiveness of any of the Loan Documents and the validity, perfection and priority of the Liens intended to be created thereby, and (iv) to better convey, grant, assign, and transfer unto each Agent and each Lender the rights now or hereafter intended to be granted to it under this Agreement or any other Loan Document. In furtherance of the foregoing, to the maximum extent permitted by applicable law, each Loan Party (A) upon the occurrence and during the continuance of an Event of Default, authorizes each Agent to execute any such agreements, instruments or other documents in such Loan Party’s name and to file such agreements, instruments or other documents in any appropriate filing office, (B) authorizes each Agent to file any financing statement required hereunder or under any other Loan Document, and any continuation statement or amendment with respect thereto, in any appropriate filing office without the signature of such Loan Party, and (C) ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed prior to the date hereof.

(l) Change in Collateral; Collateral Records. (i) Give the Collateral Agent not less than 30 days prior written notice of any change in the location of any Collateral, other than to (or in-transit between) locations set forth on Schedule 6.01(ff) and with respect to which the Collateral Agent has filed financing statements and otherwise fully perfected its Liens thereon, and (ii) advise the Collateral Agent of any material adverse change relating to the type, quantity or quality of the Collateral or the Lien granted thereon within 5 days of such material adverse change.

(m) [Intentionally Omitted].

(n) Subordination. Cause all Indebtedness and other obligations now or hereafter owed by it to any of its Affiliates, to be subordinated in right of payment and security to the Indebtedness and other Obligations owing to the Agents and the Lenders in form and substance reasonably satisfactory to the Agents.

(o) After Acquired Real Property. Promptly (and in any event within 10 days) following the acquisition by it or any of its Subsidiaries of any After Acquired Real Property, notify the Collateral Agent that such After Acquired Real Property was acquired and provide to the Collateral Agent a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property (“Current Value”). The Collateral Agent shall notify such Loan Party whether it intends to require a Mortgage and the other documents referred to below. Upon receipt of such notice requesting a Mortgage, the Person which has acquired such After Acquired Real Property shall immediately furnish to the Collateral Agent the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at

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the After Acquired Real Property, each duly executed by such Person and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, reasonably desirable to create and perfect a valid and enforceable first priority lien on the property purported to be covered thereby or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, (v) Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents or instruments (including guarantees and opinions of counsel) as the Collateral Agent may reasonably require; provided that the Collateral Agent shall not require such Mortgage and other documents if the mortgage recording tax associated therewith is substantial (in the reasonable judgment of the Collateral Agent) in relation to the Current Value. The Borrower shall pay all fees and expenses, including reasonable attorneys’ fees and expenses, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

(p) Fiscal Year. Cause the Fiscal Year of the Parent and its Subsidiaries to end on December 31 of each calendar year unless the Agents consent to a change in such Fiscal Year of the Parent and its Subsidiaries (and appropriate related changes to this Agreement).

(q) Borrowing Base. Maintain all Revolving Loans in compliance with the then current Borrowing Base as reflected in the most recent Borrowing Base Certificate delivered pursuant to Section 7.01(a)(vi).

(r) [Intentionally Omitted].

Section 7.02 Negative Covenants. So long as any principal of or interest on any Loan, or any other Obligation (whether or not due) shall remain unpaid or any Lender shall have any Commitment hereunder, each Loan Party shall not and shall not permit any of its Subsidiaries to:

(a) Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien upon or with respect to any of its properties, whether now owned or hereafter acquired; file or authorize under the Uniform Commercial Code or any similar law or statute of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign or authorize any security agreement (other than any Loan Document to which any Loan Party is a party) allowing any secured party thereunder to file such financing statement (or the equivalent thereof); sell any of its property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable) with recourse to it or any of its Subsidiaries or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any account or other right to receive income; other than, as to any of the above, Permitted Liens.

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(b) Indebtedness. Create, incur, assume, guarantee or suffer to exist, or otherwise become or remain liable with respect to, or permit any of its Subsidiaries to create, incur, assume, guarantee or suffer to exist or otherwise become or remain liable with respect to, any Indebtedness other than Permitted Indebtedness.

(c) Fundamental Changes; Dispositions. Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or convey, sell, lease or sublease, transfer or otherwise dispose of, whether in one transaction or a series of related transactions, all or any part of its business, property or assets, whether now owned or hereafter acquired (or agree to do any of the foregoing unless such agreement is subject to the repayment in full of the Obligations and termination of the Commitments or the consent of the Lenders or the Required Lenders, as applicable), or purchase or otherwise acquire, whether in one transaction or a series of related transactions, all or substantially all of the assets of any Person (or any division thereof) (or agree to do any of the foregoing unless such agreement is subject to the repayment in full of the Obligations and termination of the Commitments or the consent of the Lenders or the Required Lenders, as applicable), or permit any of its Subsidiaries to do any of the foregoing; provided, however, that

(i) any wholly-owned Domestic Subsidiary of any Loan Party (other than the Borrower) may be merged into another wholly-owned Domestic Subsidiary of a Loan Party, or may consolidate with another wholly-owned Domestic Subsidiary of such Loan Party, any wholly-owned Subsidiary of any Loan Party that is a CFC may be merged into another wholly-owned Subsidiary of a Loan Party that is a CFC, or may consolidate with another wholly-owned Subsidiary of such Loan Party that is a CFC, so long as (A) no other provision of this Agreement would be violated thereby, (B) such Loan Party gives the Agents at least 30 days prior written notice of such merger or consolidation, (C) no Default or Event of Default shall have occurred and be continuing either immediately before or after giving effect to such transaction, (D) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger or consolidation, (E) such merger or consolidation is not between a Domestic Subsidiary of a Loan Party and a Subsidiary of a Loan Party that is a CFC, (F) the surviving Subsidiary, if any, if it is a Domestic Subsidiary is joined as a Loan Party hereunder and is a party to a Guaranty and a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger or consolidation, and (G) all (or 65% in the case of a first tier Subsidiary that is a CFC) of the Capital Stock of the surviving Subsidiary is the subject of a Security Agreement which is in full force and effect on the date of and immediately after giving effect to such merger or consolidation;

(ii) any wholly-owned Domestic Subsidiary of any Loan Party (other than the Borrower) may be dissolved or wound-up so long as (A) the assets of such Domestic Subsidiary are transferred to the Borrower, (B) no other provision of this Agreement would be violated thereby, (C) such Loan Party gives the Agents at least 30 days prior written notice of such dissolution or winding-up, (D) no Default or Event of Default shall have occurred and be continuing either immediately before or after giving effect to such transaction, (E) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such dissolution or winding-up, and (F) the Borrower shall have executed and delivered or authorized, as applicable, any and all

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security agreements, financing statements, fixture filings, and other documentation reasonably requested by Agents in order to include the transferred assets within the Collateral; provided that notwithstanding the foregoing, Measure Up, Inc. may be dissolved or wound-up and its assets transferred to any Person without satisfying the foregoing clauses (A) – (F).

(iii) any wholly-owned Subsidiary of any Loan Party that is a CFC may be dissolved or wound-up so long as (A) the assets of such Subsidiary are transferred to another wholly-owned Subsidiary of a Loan Party that is a CFC, (B) no other provision of this Agreement would be violated thereby, (C) such Loan Party gives the Agents at least 30 days prior written notice of such dissolution or winding-up, (D) no Default or Event of Default shall have occurred and be continuing either immediately before or after giving effect to such transaction, and (E) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such dissolution or winding-up;

(iv) any Loan Party and its Subsidiaries may make Permitted Dispositions; and

(v) the Borrower and its wholly owned Subsidiaries may make Permitted Acquisitions.

(d) Change in Nature of Business. Make, or permit any of its Subsidiaries to make, any change in the nature of its business as described in Section 6.01(l).

(e) Loans, Advances, Investments, Etc. Make or commit or agree to make (other than commitments or agreements that are subject to the repayment in full of the Obligations and termination of the Commitments or the consent of the requisite Lenders) any loan, advance guarantee of obligations, other extension of credit or capital contributions to, or hold or invest in or commit or agree to hold or invest in (other than commitments or agreements that are subject to the repayment in full of the Obligations and termination of the Commitments or the consent of the Lenders or the Required Lenders, as applicable), or purchase or otherwise acquire or commit or agree to purchase or otherwise acquire any shares of the Capital Stock, bonds, notes, debentures or other securities of, or make or commit or agree to make (other than commitments or agreements that are subject to the repayment in full of the Obligations and termination of the Commitments or the consent of the Lenders or the Required Lenders, as applicable) any other investment in, any other Person, or purchase or own any futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract, or permit any of its Subsidiaries to do any of the foregoing, except for Permitted Investments.

(f) Lease Obligations; After Acquired Real Property of any CFC. Create, incur or suffer to exist, or permit any of its Subsidiaries to create, incur or suffer to exist, any obligations as lessee for the payment of rent for any real or personal property in connection with any sale and leaseback transaction. Permit any Subsidiary of the Parent that is a CFC and not a Loan Party to acquire any After Acquired Real Property after the Restatement Effective Date.

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(g) [Intentionally Omitted].

(h) Restricted Payments. (i) Declare or pay any dividend or other distribution, direct or indirect, on account of any Capital Stock of any Loan Party or any of its Subsidiaries, now or hereafter outstanding, (ii) make any repurchase, redemption, retirement, defeasance, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Capital Stock of any Loan Party or any direct or indirect parent of any Loan Party, now or hereafter outstanding, (iii) make any payment to retire, or to obtain the surrender of, any outstanding warrants, options or other rights for the purchase or acquisition of shares of any class of Capital Stock of any Loan Party, now or hereafter outstanding, or (iv) pay any management fees or any other fees or expenses (including the reimbursement thereof by any Loan Party or any of its Subsidiaries) pursuant to any management, consulting or other services agreement to any of the shareholders or other equityholders of any Loan Party or any of its Subsidiaries or other Affiliates, or to any other Subsidiaries or Affiliates of any Loan Party; provided, however, (A) the Borrower may pay dividends or make advances to the Parent (1) in amounts necessary to pay customary expenses of the Parent in the ordinary course of its business solely as a result of its ownership and operation of the Borrower and its Subsidiaries (including salaries and related reasonable and customary expenses incurred by employees of the Parent) and (2) in amounts necessary to enable the Parent to pay taxes when due and owing solely as a result of its ownership of the Borrower and its Subsidiaries, (B) any Subsidiary of the Borrower may pay dividends to the Borrower, (C) any Subsidiary of the Borrower may pay dividends to the owner of such Subsidiary’s Capital Stock, (D) the Parent may pay dividends in the form of common Capital Stock, provided that no such payment shall be made if an Event of Default shall have occurred and be continuing or would result from the making of any such payment, (E) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Parent may make payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year for the repurchase, redemption, or retirement of Capital Stock of the Parent held by former employees, officers, and directors of the Parent, and (F) the Borrower may (and the Subsidiaries of Parent may make dividends so the Borrower may) pay a dividend to the Parent (and the Parent may pay a dividend to the holders of its Capital Stock with the proceeds thereof) on the Restatement Effective Date in an amount not to exceed $112,500,000 (the “Restatement Effective Date Dividend”) plus amounts required to be paid to the holders of vested options for the Parent’s Capital Stock in connection with such Restatement Effective Date Dividend.

(i) Federal Reserve Regulations. Permit any Loan or the proceeds of any Loan under this Agreement to be used for any purpose that would cause such Loan to be a margin loan under the provisions of Regulation T, U or X of the Board.

(j) Transactions with Affiliates. Enter into, renew, extend or be a party to, or permit any of its Subsidiaries to enter into, renew, extend or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property or assets of any kind or the rendering of services of any kind) with any Affiliate, except (i) in the ordinary course of business in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation of its business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm’s length transaction with a Person that is not an Affiliate thereof, (ii) transactions with another Loan Party, and (iii) transactions permitted by Sections 7.02(e) or (h).

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(k) Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Loan Party (i) to pay dividends or to make any other distribution on any shares of Capital Stock of such Subsidiary owned by any Loan Party or any of its Subsidiaries, (ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or any of its Subsidiaries or (iv) to transfer any of its property or assets to any Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with:

(A) this Agreement and the other Loan Documents;

(B) any agreements in effect on the date of this Agreement and described on Schedule 7.02(k);

(C) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances);

(D) in the case of clause (iv), any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is leased or licensed; or

(E) in the case of clause (iv), any agreement, instrument or other document evidencing a Permitted Lien that restricts, on customary terms, the transfer of any property or assets subject thereto.

(l) Limitation on Issuance of Capital Stock. Issue or sell or enter into any agreement or arrangement for the issuance and sale of, or permit any of its Subsidiaries to issue or sell or enter into any agreement or arrangement for the issuance and sale of, any shares of its Capital Stock, any securities convertible into or exchangeable for its Capital Stock or any warrants, except in each case for (i) the issuance or sale of Capital Stock (other than Prohibited Preferred Stock) by the Parent, (ii) the issuance or sale of Capital Stock (other than Prohibited Preferred Stock) by the Borrower to the Parent so long as such shares of Capital Stock are pledged to the Collateral Agent pursuant to a Security Agreement, or (iii) the issuance or sale of Capital Stock (other than Preferred Stock) a Subsidiary of the Borrower to the Borrower so long as such shares of Capital Stock are pledged to the Collateral Agent pursuant to a Security Agreement.

(m) Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries’ Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such

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Indebtedness if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, would change the subordination provisions, if any, of such Indebtedness, or would otherwise be adverse to the Lenders in any material respect, (ii) except for the Obligations, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries’ Indebtedness (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted by the definition of “Permitted Indebtedness”), or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, (iii) except as permitted by Section 7.02(c), amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN; provided, however, that the Loan Parties or their Subsidiaries may change their names upon at least 15 days prior written notice to the Collateral Agent of such change and so long as, at the time of such written notification, the applicable Loan Party provides any financing statements necessary to perfect and continue as perfected the Collateral Agent’s Liens, or (iv) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, or any agreement or arrangement entered into by it, with respect to any of its Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital Stock, except (A) any such amendments, modifications or changes to the charter documents of Jobsinthemoney, the sole effect of which would reduce the authorized number of outstanding shares of such entity, and (B) any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iv) that either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(n) Investment Company Act of 1940. Engage in any business, enter into any transaction, use any securities or take any other action or permit any of its Subsidiaries to do any of the foregoing, that would cause it or any of its Subsidiaries to require to become registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(o) [Intentionally Omitted].

(p) ERISA. (i) Engage, or permit any ERISA Affiliate to engage, in any transaction described in Section 4069 of ERISA; (ii) engage, or permit any ERISA Affiliate to engage, in any prohibited transaction described in Section 406 of ERISA or 4975 of the IRC for which a statutory or class exemption is not available or a private exemption has not previously been obtained from the U.S. Department of Labor and which could reasonably be expected to result in liabilities exceeding $1,000,000 on a consolidated aggregate basis for any Loan Party and any of its ERISA Affiliates; (iii) adopt or permit any ERISA Affiliate to adopt any employee welfare benefit plan within the meaning of Section 3(1) of ERISA which provides

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benefits to employees after termination of employment other than as required by Section 601 of ERISA or applicable law; (iv) fail to make any contribution or payment to any Multiemployer Plan which it or any ERISA Affiliate may be required to make under any agreement relating to such Multiemployer Plan, or any law pertaining thereto; or (v) fail, or permit any ERISA Affiliate to fail, to pay any required installment or any other payment required under Section 412 of the IRC on or before the due date for such installment or other payment.

(q) Environmental. Permit the use, handling, generation, storage, treatment, release or disposal of Hazardous Materials at any property owned or leased by it or any of its Subsidiaries, except in compliance with Environmental Laws and so long as such use, handling, generation, storage, treatment, release or disposal of Hazardous Materials does not result in a Material Adverse Effect.

Section 7.03 Financial Covenants. So long as any principal of or interest on any Loan, or any other Obligation (whether or not due) shall remain unpaid or any Lender shall have any Commitment hereunder, each Loan Party shall not:

(a) Senior Leverage Ratio. Permit the Senior Leverage Ratio of the Parent and its Subsidiaries as of the last day of each fiscal quarter to be greater than the applicable ratio set forth below:

Fiscal Quarter End	Senior Leverage Ratio
March 31, 2007	5.50:1.00
June 30, 2007	5.50:1.00
September 30, 2007	5.00:1.00
December 31, 2007	4.50:1.00
March 31, 2008	4.00:1.00
June 30, 2008	4.00:1.00
September 30, 2008	3.50:1.00
December 31, 2008	3.50:1.00
March 31, 2009	3.00:1.00
June 30, 2009	3.00:1.00
September 30, 2009	3.00:1.00
December 31, 2009	3.00:1.00
March 31, 2010 and for the last day of each fiscal quarter thereafter	2.50:1.00

(b) Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio of the Parent and its Subsidiaries for the period of 4 consecutive fiscal quarters ended as of the last day of each fiscal quarter set forth below to be less than or equal to the applicable ratio set forth below:

First Quarter End	Fixed Charge Coverage Ratio
March 31, 2007	1.25:1.00
June 30, 2007	1.25:1.00
September 30, 2007	1.25:1.00
December 31, 2007 and for the last day of each fiscal quarter thereafter	1.50:1.00

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(c) TTM EBITDA. If the Senior Leverage Ratio of the Parent and its Subsidiaries is greater than or equal to 3.0:1.0 as of the last day of any fiscal quarter set forth below, permit TTM EBITDA of the Parent and its Subsidiaries at the end of such fiscal quarter to be less than the applicable amount set forth below:

Fiscal Quarter End	TTM EBITDA
March 31, 2007	$38,000,000
June 30, 2007	$38,000,000
September 30, 2007	$40,000,000
December 31, 2007	$40,000,000
March 31, 2008	$45,000,000
June 30, 2008	$45,000,000
September 30, 2008	$45,000,000
December 31, 2008	$50,000,000
March 31, 2009	$50,000,000
June 30, 2009	$50,000,000
September 30, 2009	$50,000,000
December 31, 2009	$55,000,000
March 31, 2010	$55,000,000
June 30, 2010	$55,000,000
September 30, 2010	$55,000,000
December 31, 2010 and for the last day of each fiscal quarter thereafter	$60,000,000

(d) Capital Expenditures. Make Capital Expenditures in any Fiscal Year in excess of the amount set forth in the following table for the applicable period:

Fiscal Year 2007	$6,000,000
Fiscal Year 2008	$6,500,000
Fiscal Year 2009	$7,000,000
Fiscal Year 2010	$7,500,000
Fiscal Year 2011	$8,000,000
Fiscal Year 2012	$8,500,000

provided that if the amount of the Capital Expenditures permitted to be made in any Fiscal Year as set forth in the above table is greater than the actual amount of the Capital Expenditures actually made in such Fiscal Year (such amount, the “Excess Amount”), then such Excess Amount (the “Carry-Over Amount”) may be carried forward to the next succeeding Fiscal Year; provided further that the Carry-Over Amount applicable to one Fiscal Year may not be carried forward to another Fiscal Year.

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ARTICLE VIII.

MANAGEMENT, COLLECTION AND STATUS OF

ACCOUNTS RECEIVABLE AND OTHER COLLATERAL

Section 8.01 Collection of Accounts Receivable; Management of Collateral. (a) The Parent and its Subsidiaries shall assist the Administrative Agent in (i) during the term of this Agreement, maintaining one or more lockboxes identified on Schedule 8.01 hereto (collectively, the “Lockboxes”) with the financial institutions set forth on Schedule 8.01 hereto or such other financial institutions selected by the Borrower and reasonably acceptable to the Administrative Agent in its sole discretion (each being referred to as an “Account Control Bank”), and (ii) during the term of this Agreement, maintaining deposit accounts (each, a “Control Account” and, collectively, the “Control Accounts”) with each Account Control Bank. The Parent and its Subsidiaries shall assist the Administrative Agent in entering into Account Control Agreements relating to the Control Accounts with the applicable Loan Party, Administrative Agent, and the Account Control Bank. The Parent and its Subsidiaries shall irrevocably instruct (it being understood and agreed that payment instructions set forth on invoices are sufficient to satisfy such instruction) its Account Debtors and Credit Card Processors, with respect to Accounts Receivable of the Borrower, to remit all payments to be made by checks or other drafts to the Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment to a Control Account and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the Control Account at such Lockbox Bank on the day received or, if such day is not a Business Day, on the next succeeding Business Day; provided that the Parent and its Subsidiaries shall not be required to so instruct an Account Debtor if (i) the aggregate amount of the Accounts Receivable related to such Account Debtor was less than $25,000 during the most recently ended 12 month period, and (ii) the aggregate amount of the Accounts Receivable related to all Account Debtors to whom no such instruction is given was less than $50,000 during the most recently ended 12 month period. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Parent or any of its Subsidiaries from any Account Debtor, as proceeds from their Accounts Receivable, or as proceeds of any other Collateral, shall be promptly deposited by the Parent or such Subsidiaries in original form into a Control Account.

(b) Each Account Control Bank shall establish and maintain Account Control Agreements regarding the Control Accounts with the Administrative Agent and the applicable Loan Party, in form and substance reasonably acceptable to the Agents; provided that the Loan Parties may have investments in an aggregate amount not to exceed $100,000 in any deposit account or securities account without delivering to Agents an Account Control Agreement with respect thereto; provided further that the Grantors need not deliver an Account Control Agreement for any deposit account that is used solely as a payroll account. Except as otherwise agreed to in writing by the Administrative Agent, each such Account Control Agreement shall provide, among other things, that (i) the Account Control Bank will comply with any instructions originated by Administrative Agent directing the disposition of the funds in the applicable Control Account without further consent by the applicable Loan Party, (ii) the Account Bank has no rights of setoff or recoupment or any other claim against the applicable Control Account other than for payment of its service fees and other charges directly related to the administration of such Control Account and for returned checks or other items of payment,

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and (iii) from and after the date (the “Triggering Event Date”) that the Account Control Bank receives written notification from the Administrative Agent (the “Triggering Event Notice”), the Account Control Bank will forward, by daily sweep, all amounts in the applicable Control Account to the Administrative Agent’s Account. Administrative Agent agrees that it shall not (a) originate any instructions contemplated by clause (i) of the proviso in the immediately preceding sentence or (b) provide a Triggering Event Notice, in each case unless and until an Event of Default has occurred and is continuing. Once an Event of Default has occurred and is continuing, (x) Administrative Agent shall be free to exercise its right to issue a Triggering Event Notice, and (y) Administrative Agent shall issue a Triggering Event Notice upon the request of the Required Lenders. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

(c) [Intentionally Omitted].

(d) [Intentionally Omitted].

(e) [Intentionally Omitted].

(f) [Intentionally Omitted].

(g) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agents and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Section 8.02 [Intentionally Omitted].

Section 8.03 [Intentionally Omitted].

Section 8.04 Collateral Custodian. Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may at any time and from time to time employ and maintain on the premises of any Loan Party a custodian selected by the Collateral Agent who shall have full authority to do all acts necessary to protect the Agents’ and the Lenders’ interests. Each Loan Party hereby agrees to, and to cause its Subsidiaries to, cooperate with any such custodian and to do whatever the Collateral Agent may reasonably request to preserve the Collateral. All costs and expenses incurred by the Collateral Agent by reason of the employment of the custodian shall be the responsibility of the Borrower and charged to the Loan Account.

Section 8.05 CFCs. Anything to the contrary contained in the foregoing notwithstanding, no CFC and no Subsidiary of a CFC shall be required to comply with the terms of this Article VIII if such CFC or such Subsidiary (as the case may be) is not required to become a Loan Party pursuant to Section 7.01(b).

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ARTICLE IX.

EVENTS OF DEFAULT

Section 9.01 Events of Default. If any of the following Events of Default shall occur and be continuing:

(a) the Borrower shall fail to pay (i) any principal of any Loan when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), or (ii) any interest on any Loan, any Collateral Agent Advance, or any fee, indemnity or other amount payable under this Agreement or any other Loan Document when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and, in the case of this clause (ii) such failure to pay shall continue for 3 Business Days after the due date;

(b) any representation or warranty made or deemed made by or on behalf of any Loan Party or by any officer of the foregoing under or in connection with any Loan Document or under or in connection with any report, certificate, or other document delivered to any Agent, any Lender pursuant to any Loan Document shall have been incorrect in any material respect when made or deemed made;

(c) any Loan Party shall fail to perform or comply with any covenant or agreement contained in (i) clauses (b), (c), (d), (f), or (n) of Section 7.01, Section 7.02, clauses (b) or (c) of Section 7.03 or Article VIII, or any Loan Party shall fail to perform or comply with any covenant or agreement contained in any Security Agreement to which it is a party or any Mortgage to which it is a party, or (ii) clauses (a), (e), (g), (h), (i), (j), (k), (l), (o), (p), or (q) of Section 7.01 and clause (a) of Section 7.03 and (in circumstances described in this clause (ii)) such failure, if capable of being remedied, shall remain unremedied for 5 Business Days, after the earlier of the date a senior officer of any Loan Party shall have become aware of such failure or the date written notice of such default shall have been given by any Agent or Lender to such Loan Party;

(d) any Loan Party shall fail to perform or comply with any other term, covenant or agreement contained in any Loan Document to be performed or observed by it and, except as set forth in subsections (a), (b) and (c) of this Section 9.01, such failure, if capable of being remedied, shall remain unremedied for 30 days after the earlier of the date a senior officer of any Loan Party becomes aware of such failure and the date written notice of such default shall have been given by any Agent to such Loan Party;

(e) the Parent or any of its Subsidiaries shall fail to pay any principal of or interest on any of its Indebtedness (excluding the Obligations) in excess of $2,000,000, or any premium thereon, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, or any other default under any agreement or instrument relating to any such Indebtedness, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to

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be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof;

(f) the Parent or any of its Subsidiaries (i) shall institute any proceeding or voluntary case seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for any such Person or for any substantial part of its property, (ii) shall be generally not paying its debts as such debts become due or shall admit in writing its inability to pay its debts generally, (iii) shall make a general assignment for the benefit of creditors, or (iv) shall take any action to authorize or effect any of the actions set forth above in this subsection (f);

(g) any proceeding shall be instituted against the Parent or any of its Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for any such Person or for any substantial part of its property, and either such proceeding shall remain undismissed or unstayed for a period of 45 days or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against any such Person or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property) shall occur;

(h) any provision of any Loan Document shall at any time for any reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable against any Loan Party intended to be a party thereto, or the validity or enforceability thereof shall be contested by any party thereto, or a proceeding shall be commenced by any Loan Party or any Governmental Authority having jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof, or any Loan Party shall deny in writing that it has any liability or obligation purported to be created under any Loan Document;

(i) any Security Agreement, any Mortgage or any other security document, after delivery thereof pursuant hereto, shall for any reason fail or cease to create a valid and, except to the extent permitted by the terms hereof or thereof, perfected and first priority Lien in favor of the Collateral Agent for the benefit of the Lenders and the Hedging Providers on any Collateral purported to be covered thereby;

(j) [intentionally omitted];

(k) one or more judgments or orders for the payment of money exceeding $2,000,000 in the aggregate shall be rendered against the Parent or any of its Subsidiaries and remain unsatisfied, or the Parent or any of its Subsidiaries shall agree to the settlement of any one or more pending or threatened actions, suits or proceedings affecting any

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Loan Party before any court or other Governmental Authority or any arbitrator or mediator, providing for the payment of money exceeding $2,000,000 in the aggregate, and in the case of any such judgment or order either (i) enforcement proceedings shall have been commenced by any creditor upon any such judgment or order, or (ii) there shall be a period of 20 consecutive days after entry thereof during which a stay of enforcement of any such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; provided, however, that any such judgment, order or settlement shall not give rise to an Event of Default under this subsection (k) if and for so long as (A) the amount of such judgment, order, or settlement is covered by a valid and binding policy of insurance between the defendant and the insurer covering full payment thereof (subject to customary deductibles) and (B) such insurer has been notified, and has not disputed the claim made for payment, of the amount of such judgment, order or settlement;

(l) the Parent or any of its Subsidiaries is enjoined, restrained or in any way prevented by the order of any court or any Governmental Authority from conducting all or any material part of its business for more than 30 consecutive days;

(m) any cessation of a substantial part of the business of any Loan Party for a period of more than 30 consecutive days which materially and adversely affects the ability of any Loan Party to continue its business on a profitable basis;

(n) any Loan Party or any of its ERISA Affiliates shall have made a complete or partial withdrawal from a Multiemployer Plan, and, as a result of such complete or partial withdrawal, any Loan Party or any of its ERISA Affiliates incurs a withdrawal liability in an annual amount exceeding $2,000,000; or a Multiemployer Plan enters reorganization status under Section 4241 of ERISA, and, as a result thereof any Loan Party’s or any of its ERISA Affiliates’ annual contribution requirements with respect to such Multiemployer Plan increases in an annual amount exceeding $2,000,000;

(o) any Termination Event with respect to any Employee Plan shall have occurred, and, 30 days after notice thereof shall have been given to any Loan Party by any Agent, (i) such Termination Event (if correctable) shall not have been corrected, and (ii) the then current value of such Employee Plan’s vested benefits exceeds the then current value of assets allocable to such benefits in such Employee Plan by more than $2,000,000 (or, in the case of a Termination Event involving liability under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 4971 or 4975 of the IRC, the liability is in excess of such amount);

(p) the Parent or any of its Subsidiaries shall be liable for any Environmental Liabilities and Costs the payment of which could reasonably be expected to result in a Material Adverse Effect; or

(q) a Change of Control shall have occurred;

then, and in any such event, the Collateral Agent shall at the request of the Required Lenders, by notice to the Borrower, (i) terminate or reduce all Commitments, whereupon all Commitments shall immediately be so terminated or reduced, (ii) declare all or any portion of the Loans then outstanding to be due and payable, whereupon all or such portion

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of the aggregate principal of all Loans, all accrued and unpaid interest thereon, all fees and all other amounts payable under this Agreement and the other Loan Documents shall become due and payable immediately, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Loan Party and (iii) exercise any and all of its other rights and remedies under applicable law, hereunder and under the other Loan Documents; provided, however, that upon the occurrence of any Event of Default described in subsection (f) or (g) of this Section 9.01, without any notice to any Loan Party or any other Person or any act by any Agent or any Lender, all Commitments shall automatically terminate and all Loans then outstanding, together with all accrued and unpaid interest thereon, all fees and all other amounts due under this Agreement and the other Loan Documents shall become due and payable automatically and immediately, without presentment, demand, protest or notice of any kind, all of which are expressly waived by each Loan Party.

ARTICLE X.

AGENTS

Section 10.01 Appointment. Each Lender (and each subsequent maker of any Loan by its making thereof) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to perform the duties of each such Agent as set forth in this Agreement including: (i) to receive on behalf of each Lender any payment of principal of or interest on the Loans outstanding hereunder and all other amounts accrued hereunder for the account of the Lenders and paid to such Agent, and, subject to Section 2.02 of this Agreement, to distribute promptly to each Lender its Pro Rata Share of all payments so received; (ii) to distribute to each Lender copies of all material notices and agreements received by such Agent and not required to be delivered to each Lender pursuant to the terms of this Agreement, provided that the Agents shall not have any liability to the Lenders for any Agent’s inadvertent failure to distribute any such notices or agreements to the Lenders; (iii) to maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Loans, and related matters and to maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Collateral and related matters; (iv) to execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to this Agreement or any other Loan Document; (v) to make the Loans and Collateral Agent Advances, for such Agent or on behalf of the applicable Lenders as provided in this Agreement or any other Loan Document; (vi) to perform, exercise, and enforce any and all other rights and remedies of the Lenders with respect to the Loan Parties, the Obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Document; (vii) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement or any other Loan Document; and (viii) subject to Section 10.03 of this Agreement, to take such action as such Agent deems appropriate on its behalf to administer the Loans and the Loan Documents and to exercise such other powers delegated to such Agent by the terms hereof or the other Loan Documents (including, without limitation, the power to give or to refuse to give notices, waivers, consents, approvals and instructions and the power to make or to refuse to make determinations and calculations) together with such powers as are

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reasonably incidental thereto to carry out the purposes hereof and thereof. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including, without limitation, enforcement or collection of the Loans), the Agents shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions of the Required Lenders shall be binding upon all Lenders and all makers of Loans.

Section 10.02 Nature of Duties. The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Section 10.03 Rights, Exculpation, Etc. The Agents and their directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by them under or in connection with this Agreement or the other Loan Documents, except for their own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, the Agents (i) may treat the payee of any Loan as the owner thereof until the Collateral Agent receives written notice of the assignment or transfer thereof, pursuant to Section 12.08 hereof, signed by such payee and in form reasonably satisfactory to the Collateral Agent; (ii) may consult with legal counsel (including, without limitation, counsel to any Agent or counsel to the Loan Parties), independent public accountants, and other experts selected by any of them and shall not be liable for any action taken or omitted to be taken in good faith by any of them in accordance with the advice of such counsel or experts; (iii) make no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, certificates, warranties or representations made in or in connection with this Agreement or the other Loan Documents; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Loan Documents on the part of any Person, the existence or possible existence of any Default or Event of Default, or to inspect the Collateral or other property (including, without limitation, the books and records) of any Person; (v) shall not

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be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (vi) shall not be deemed to have made any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Agents be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. The provisions of this Section 10.03 are subject to, and shall not limit in any respect, the provisions of Section 12.08. The Agents shall not be liable for any apportionment or distribution of payments made in good faith pursuant to Section 4.04, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount which they are determined to be entitled. The Agents may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents the Agents are permitted or required to take or to grant, and if such instructions are promptly requested, the Agents shall be absolutely entitled to refrain from taking any action or to withhold any approval under any of the Loan Documents until they shall have received such instructions from the Required Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders.

Section 10.04 Reliance. Each Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Loan Documents and its duties hereunder or thereunder, upon advice of counsel selected by it.

Section 10.05 Indemnification. To the extent that any Agent is not reimbursed and indemnified by any Loan Party, the Lenders will reimburse and indemnify such Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against such Agent in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by such Agent under this Agreement or any of the other Loan Documents, in proportion to each Lender’s Pro Rata Share, including, without limitation, advances and disbursements made pursuant to Section 10.08; provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances or disbursements for which there has been a final judicial determination that such liability resulted from such Agent’s gross negligence or willful misconduct. The obligations of the Lenders under this Section 10.05 shall survive the payment in full of the Loans and the termination of this Agreement.

Section 10.06 Agents Individually. With respect to its Pro Rata Share of the Total Commitment hereunder and the Loans made by it, each Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and

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to the extent set forth herein for any other Lender or maker of a Loan. The terms “Lenders” or “Required Lenders” or any similar terms shall, unless the context clearly otherwise indicates, include each Agent in its individual capacity as a Lender or one of the Required Lenders. Each Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with the Borrower as if it were not acting as an Agent pursuant hereto without any duty to account to the other Lenders.

Section 10.07 Successor Agent.

(a) Each Agent may resign from the performance of all its functions and duties hereunder and under the other Loan Documents at any time by giving at least 30 Business Days prior written notice to the Borrower and each Lender. Such resignation shall take effect upon the acceptance by a successor Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below.

(b) Upon any such notice of resignation, the Required Lenders shall appoint a successor Agent (with the consent of the Borrower, which consent shall not be unreasonably withheld, delayed or conditioned and which consent shall not be required (i) if an Event of Default has occurred and is continuing, or (ii) if the successor Agent is one of the Agents under this Agreement or was previously an Agent under this Agreement). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. After any Agent’s resignation hereunder as an Agent, the provisions of this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement and the other Loan Documents.

(c) If a successor Agent shall not have been so appointed within said thirty (30) Business Day period, the retiring Agent, with the consent of the other Agent (and with the consent of the Borrower, which consent shall not be unreasonably withheld, delayed or conditioned and which consent shall not be required (i) if an Event of Default has occurred and is continuing, or (ii) if the successor Agent is one of the Agents under this Agreement or was previously an Agent under this Agreement) shall then appoint a successor Agent who shall serve as an Agent until such time, if any, as the Required Lenders, with the consent of the other Agent, appoint a successor Agent as provided above.

Section 10.08 Collateral Matters.

(a) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may from time to time make such disbursements and advances (“Collateral Agent Advances”) which the Collateral Agent, in its reasonable discretion, deems necessary or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Borrower of the Loans, and other Obligations or to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 12.05. The Collateral Agent Advances shall be repayable on

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demand and be secured by the Collateral. The Collateral Agent Advances shall constitute Obligations hereunder which may be charged to the Loan Account in accordance with Section 4.02. The Collateral Agent shall notify each Lender and the Borrower in writing of each such Collateral Agent Advance, which notice shall include a description of the purpose of such Collateral Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Lender agrees that it shall make available to the Collateral Agent, upon the Collateral Agent’s demand, in Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Collateral Agent Advance. If such funds are not made available to the Collateral Agent by such Lender, the Collateral Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Collateral Agent, at the Federal Funds Rate for 3 Business Days and thereafter at the Reference Rate.

(b) The Lenders hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral upon termination of the Total Commitment and payment and satisfaction of all Loans, and all other Obligations which have matured and which the Collateral Agent has been notified in writing are then due and payable; or constituting property being sold or disposed of in compliance with the terms of this Agreement and the other Loan Documents; or constituting property in which the Loan Parties owned no interest at the time the Lien was granted or at any time thereafter; or if approved, authorized or ratified in writing by the Lenders. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.08(b).

(c) Without in any manner limiting the Collateral Agent’s authority to act without any specific or further authorization or consent by the Lenders (as set forth in Section 10.08(b)), each Lender agrees to confirm in writing, upon request by the Collateral Agent, the authority to release Collateral conferred upon the Collateral Agent under Section 10.08(b). Upon receipt by the Collateral Agent of confirmation from the Lenders of its authority to release any particular item or types of Collateral, and upon prior written request by any Loan Party, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Lenders and the Hedging Providers upon such Collateral; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Loan Party in respect of) all interests in the Collateral retained by any Loan Party.

(d) The Collateral Agent shall have no obligation whatsoever to any Lender to assure that the Collateral exists or is owned by the Loan Parties or is cared for, protected or insured or has been encumbered or that the Lien granted to the Collateral Agent pursuant to this Agreement or any other Loan Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or is entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the

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Collateral Agent in this Section 10.08 or in any other Loan Document, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its reasonable discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to any other Lender, except as otherwise provided herein.

(e) [Intentionally Omitted]

Section 10.09 Agency for Perfection. Each Lender hereby appoints each Agent and each other Lender as agent and bailee for the purpose of perfecting the security interests in and liens upon the Collateral in assets which, in accordance with Article 9 of the Code, can be perfected only by possession or control (or where the security interest of a secured party with possession or control has priority over the security interest of another secured party) and each Agent and each Lender hereby acknowledges that it holds possession or control of any such Collateral for the benefit of the Collateral Agent as secured party. Should any Lender obtain possession or control of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefor shall deliver possession or control of such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s instructions. Each Loan Party by its execution and delivery of this Agreement hereby consents to the foregoing.

ARTICLE XI.

GUARANTY

Section 11.01 Guaranty. Each Guarantor hereby unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents or the Lenders (or any of them) in enforcing any rights under the guaranty set forth in this Article. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents or the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Loan Party.

Section 11.02 Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agents, the Lenders with respect thereto. The obligations of each Guarantor under this Article are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against each

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Guarantor to enforce such obligations, irrespective of whether any action is brought against any Loan Party or whether any Loan Party is joined in any such action or actions. The liability of each Guarantor under this Article shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

(a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or otherwise;

(c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations;

(d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Loan Party; or

(e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agents, the Lenders that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety.

This Article shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agents, the Lenders, or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Section 11.03 Waiver. Each Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article and any requirement that the Agents, the Lenders exhaust any right or take any action against any Loan Party or any other Person or any Collateral. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated herein and that the waiver set forth in this Section 11.03 is knowingly made in contemplation of such benefits. Each Guarantor hereby waives any right to revoke this Article, and acknowledges that this Article is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.

Section 11.04 Continuing Guaranty; Assignments. This Article is a continuing guaranty and shall (a) remain in full force and effect until the earlier of (i) the cash payment in full of the Guaranteed Obligations (other than indemnification obligations as to which no claim has been made) and all other amounts payable under this Article and (ii) the Final Maturity Date, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Agents and the Lenders and their successors, pledgees, transferees and

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assigns. Without limiting the generality of the foregoing clause (c), any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such Lender herein or otherwise, in each case as provided in Section 12.08.

Section 11.05 Subrogation. No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agents and the Lenders against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Article shall have been paid in full in cash and the Final Maturity Date shall have occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Article and the Final Maturity Date, such amount shall be held in trust for the benefit of the Agents and the Lenders and shall forthwith be paid to the Agents and the Lenders to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article thereafter arising. If (i) any Guarantor shall make payment to the Agents and the Lenders of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article shall be paid in full in cash and (iii) all Commitments have been terminated, the Agents and the Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

ARTICLE XII.

MISCELLANEOUS

Section 12.01 Notices, Etc. All notices and other communications provided for hereunder shall be in writing and shall be mailed, telecopied or delivered, if to any Loan Party, at the following address:

DICE INC.

3 Park Avenue, 33rd Floor

New York, NY 10016

Attention: Brian P. Campbell, Esq.

Telecopier: 212-725-9127

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with a copy to:

GENERAL ATLANTIC LLC

c/o General Atlantic Service Corporation

3 Pickwick Plaza

Greenwich, CT 06830

Attention: Christopher Lanning

Telecopier: 203-418-1780

and with an additional copy to:

QUADRANGLE GROUP LLC

375 Park Avenue

New York, NY 10152

Attention: Jeffrey Nordhaus

Telecopier: 212-418-1780

and with an additional copy to:

PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Attention: Dale M. Sarro, Esq.

Telephone: 212-373-3393

Telecopier: 212-757-3990

and with an additional copy to:

DAVIS POLK & WARDWELL

450 Lexington Avenue

New York, NY 10017

Attention: Joseph Hadley

Telecopier: 212-450-3618

if to the Administrative Agent, to it at the following address:

ABLECO FINANCE LLC

299 Park Avenue, 24th Floor

New York, New York 10171

Attention: Daniel Wolf

Telephone: 212-891-2121

Telecopier: 212-891-1541

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with a copy to:

CERBERUS CALIFORNIA, INC.

11812 San Vicente Boulevard, Suite 300

Los Angeles, California 90049

Attention: Michael B. Grenier; Craig Brooks

Telephone: 310-903-5010; 310-903-5013

Telecopier: 310-826-9203

and with an additional copy to:

PAUL, HASTINGS, JANOFSKY & WALKER LLP

515 South Flower Street, 25th Floor

Los Angeles, California 90071

Attention: John Francis Hilson, Esq.

Telephone: 213-683-6300

Telecopier: 213-996-3300

if to the Collateral Agent, to it at the following address:

ABLECO FINANCE LLC

299 Park Avenue, 24th Floor

New York, New York 10171

Attention: Daniel Wolf

Telephone: 212-891-2121

Telecopier: 212-891-1541

with a copy to:

CERBERUS CALIFORNIA, INC.

11812 San Vicente Boulevard, Suite 300

Los Angeles, California 90049

Attention: Michael B. Grenier; Craig Brooks

Telephone: 310-903-5010; (310) 903-5013

Telecopier: 310-826-9203

and with an additional copy to:

PAUL, HASTINGS, JANOFSKY & WALKER LLP

515 South Flower Street, 25th Floor

Los Angeles, California 90071

Attention: John Francis Hilson, Esq.

Telephone: 213-683-6300

Telecopier: 213-996-3300

or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties complying as to delivery with the terms of this Section 12.01.

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All such notices and other communications shall be effective, (i) if mailed, when received or 3 days after deposited in the mails, whichever occurs first, (ii) if telecopied, when transmitted and confirmation received, or (iii) if delivered, upon delivery, except that notices to any Agent pursuant to Articles II and III shall not be effective until received by such Agent, as the case may be.

Section 12.02 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document (other than Secured Hedging Agreements), and no consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders or by the Collateral Agent with the consent of the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given, provided, however, that no amendment, waiver or consent shall (i) increase the Commitment of any Lender, reduce the principal of, or interest on, the Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any date fixed for any reduction in the Commitments or any payment of principal of, or interest or fees on, the Loans payable to any Lender, in each case without the written consent of any Lender affected thereby, (ii) increase the Total Commitment without the written consent of each Lender, (iii) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder, (iv) amend the definition of “Required Lenders” or “Pro Rata Share”, (v) release all or a substantial portion of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents), subordinate any Lien granted in favor of the Collateral Agent for the benefit of the Lenders and the Hedging Providers, or release the Borrower or any Guarantor (other than, with respect to a release of a Guarantor, in connection with a merger, dissolution or other corporate change expressly permitted by Sections 7.02(c)(i), (ii), or (iii), in which case no consent of the Lenders or the Collateral Agent shall be required), (vi) amend, modify or waive Section 4.04 or this Section 12.02 of this Agreement, or (vii) amend the definition of “Borrowing Base”, in each case, without the written consent of each Lender. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing and signed by an Agent, affect the rights or duties of such Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents.

Section 12.03 Replacement of Holdout Lender.

(a) If any action to be taken by the Lenders hereunder requires the unanimous consent, authorization, or agreement of all Lenders and (i) at least the Required Lenders have consented to such action and (ii) a Lender (“Holdout Lender”) fails to give its consent, authorization, or agreement, then the Collateral Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given.

(b) Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Holdout Lender being repaid its share of the outstanding Obligations without any

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premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 12.08. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s Pro Rata Share of Loans.

Section 12.04 No Waiver; Remedies, Etc. No failure on the part of any Agent or any Lender to exercise, and no delay in exercising, any right hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right under any Loan Document preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies of the Agents and the Lenders provided herein and in the other Loan Documents are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law. The rights of the Agents and the Lenders under any Loan Document against any party thereto are not conditional or contingent on any attempt by the Agents and the Lenders to exercise any of their rights under any other Loan Document against such party or against any other Person.

Section 12.05 Expenses; Taxes; Attorneys’ Fees. The Borrower will pay on demand, all costs and expenses incurred by or on behalf of each Agent (and, in the case of clauses (b) through (m) below, each Lender), regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable fees, costs, client charges and expenses of counsel for each Agent (and, in the case of clauses (b) through (m) below, each Lender), accounting, due diligence, periodic field audits, physical counts, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents (including, without limitation, the preparation of any additional Loan Documents pursuant to Section 7.01(b) or the review of any of the agreements, instruments and documents referred to in Section 7.01(f)), (b) any requested amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Lenders’ rights under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against any Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Agents’ or the Lenders’ claims against any Loan Party, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document, (f) the filing of any petition, complaint, answer, motion or other pleading by any Agent or any Lender, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Document, (h) any attempt to enforce any Lien or security interest in any Collateral or other security in connection with this Agreement or any other Loan Document, (i) any attempt to collect from any Loan Party, (j) all liabilities and costs arising from or in connection with the

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past, present or future operations of any Loan Party involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (k) any Environmental Liabilities and Costs incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any facility owned or operated by any Loan Party, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, or (m) the receipt by any Agent or any Lender of any advice from professionals with respect to any of the foregoing. Without limitation of the foregoing or any other provision of any Loan Document: (x) the Borrower agrees to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by any Agent or any Lender to be payable in connection with this Agreement or any other Loan Document, and the Borrower agrees to save each Agent and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) the Borrower agrees to pay all broker fees that may become due in connection with the transactions contemplated by this Agreement and the other Loan Documents, and (z) if the Borrower fails to perform any covenant or agreement contained herein or in any other Loan Document, any Agent may itself perform or cause performance of such covenant or agreement, and the expenses of such Agent incurred in connection therewith shall be reimbursed on demand by the Borrower.

Section 12.06 Right of Set-off.

(a) Each of the Lenders agrees that it shall not, without the express written consent of the Collateral Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of the Collateral Agent, set off against the Obligations, any amounts owing by such Lender to the Borrower or any deposit accounts of the Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by the Collateral Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.

(b) If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from Administrative Agent pursuant to the terms of this Agreement, or (ii) payments from Administrative Agent in excess of such Lender’s ratable portion of all such distributions by Administrative Agent, such Lender promptly shall (1) turn the same over to Administrative Agent, in kind, and with such endorsements as may be required to negotiate the same to Administrative Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment.

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Section 12.07 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 12.08 Assignments and Participations.

(a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and each Agent and each Lender and their respective successors and assigns; provided, however, that none of the Loan Parties may assign or transfer any of its rights hereunder or under the Loan Documents without the prior written consent of each Agent and each Lender and any such assignment without such prior written consent shall be null and void.

(b) Each Lender may, with the written consent of the Collateral Agent, assign to one or more other lenders or other entities all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans made by it). Each such assignment shall be in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or, if less, the remainder of such Lender’s Commitment) (except such minimum amount shall not apply to an Affiliate of a Lender or a Related Fund). The parties to each such assignment shall execute and deliver to the Collateral Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and such parties shall deliver to the Collateral Agent a processing and recordation fee of $5,000 (except the payment of such fee shall not be required if the assignee is an Affiliate of a Lender or a Related Fund). Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least 3 Business Days after the delivery thereof to the Collateral Agent (or such shorter period as shall be agreed to by the Collateral Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided, however, that no assignee shall be entitled to receive any greater payment under Section 2.08 or Section 4.05 than the assignor Lender would have been entitled to receive thereunder except to the extent that the entitlement to such payment under Section 2.08 or Section 4.05 is the result of a Change In Law occurring after the effective date of the assignment to such assignee. For the sake of clarity, any assignee claiming the benefits of Section 2.08 shall comply with the requirements of Section 2.08(c). Anything to the contrary contained in this Section 12.08(b) notwithstanding, without the consent of the Borrower, no Lender shall assign all or a portion of its rights and obligations under this Agreement and the other Loan Documents to a Person who is a direct

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competitor of the Borrower (if and only if such assigning Lender has actual knowledge that such proposed assignee is a direct competitor of the Borrower); provided that the foregoing restriction shall not be applicable if (1) an Event of Default has occurred and is continuing, (2) such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the Lender making such assignment, or (3) the proposed assignee is a finance company, fund or other similar entity which merely has an economic interest in any such direct competitor that has been so identified, and is not itself such a direct competitor that has been so identified.

(c) By executing and delivering an Assignment and Acceptance, the assigning Lender and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, any Agent or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents; (v) such assignee appoints and authorizes the Agents to take such action as agents on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agents by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Loan Documents are required to be performed by it as a Lender.

(d) The Collateral Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain, or cause to be maintained at the Payment Office, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans (the “Registered Loans”) owing to each Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agents and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice.

(e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignment, the Collateral Agent shall, if the Collateral Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register.

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(f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s) and the old registered note, if any, shall be returned by the Collateral Agent to the Borrower marked “cancelled”. Prior to the registration of the assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Agents shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary.

(g) In the event that any Lender sells participations in a Registered Loan, such Lender, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain a register on which it enters the name of all participants in the Registered Loans held by it (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any sale, assignment, or subparticipation of any such participation in a Registered Loan (and the participation certificate or other document, if any, evidencing the same) may be effected only by the registration of such sale, assignment, or subparticipation on the Participant Register.

(h) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment or the Loans made by it); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitment hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iii) a participant shall not be entitled to require such Lender to take or omit to take any action hereunder except (A) action directly effecting an extension of the maturity dates or decrease in the principal amount of the Loans, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or the Borrower or any Guarantor (except as set forth in Section 10.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 2.08 and Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lender, and that all payments under Section 2.08 or Section 4.05 shall be determined as if such

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Lender had not sold such participation. Anything to the contrary contained in this Section 12.08(h) notwithstanding, without the consent of the Borrower, no Lender shall sell participations in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents to a Person who is a direct competitor of the Borrower if the selling Lender has actual knowledge that the proposed participant is a direct competitor of the Borrower; provided that the foregoing restriction shall not be applicable if (1) an Event of Default has occurred and is continuing, (2) such participation is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the Lender selling such participation, or (3) the proposed participant is a finance company, fund or other similar entity which merely has an economic interest in any such direct competitor that has been so identified, and is not itself such a direct competitor that has been so identified.

Section 12.09 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis.

Section 12.10 GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.

Section 12.11 CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK OR OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY, HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES, AND DOCUMENTS IN ANY SUIT, ACTION, OR PROCEEDING BROUGHT IN THE UNITED STATES OF AMERICA ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS BY THE MAILING (BY REGISTERED MAIL OR CERTIFIED MAIL, POSTAGE PREPAID) OR DELIVERING OF A COPY OF SUCH PROCESS TO SUCH PARTY, IF IT IS A LOAN PARTY, C/O THE BORROWER, AT THE BORROWER’S ADDRESS FOR NOTICES AS SET FORTH IN SECTION 12.01, AND IF IT IS AN AGENT

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OR LENDER, C/O SUCH AGENT OR LENDER, AT SUCH AGENT’S OR LENDER’S ADDRESS FOR NOTICES SET FORTH IN SECTION 12.01 OR AT SUCH OTHER ADDRESS AS SHALL BE DESIGNATED BY SUCH AGENT OR LENDER IN A WRITTEN NOTICE TO THE OTHER PARTIES COMPLYING AS TO DELIVERY WITH THE TERMS OF SECTION 12.01. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENTS AND THE LENDERS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY LOAN PARTY IN ANY OTHER JURISDICTION. EACH LOAN PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY LOAN PARTY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH LOAN PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

Section 12.12 WAIVER OF JURY TRIAL, ETC. EACH LOAN PARTY, EACH AGENT AND EACH LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION THEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION, PROCEEDINGS OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH LOAN PARTY CERTIFIES THAT NO OFFICER, REPRESENTATIVE, AGENT OR ATTORNEY OF ANY AGENT OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ANY AGENT OR ANY LENDER WOULD NOT, IN THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE FOREGOING WAIVERS. EACH LOAN PARTY HEREBY ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENTS AND THE LENDERS ENTERING INTO THIS AGREEMENT.

Section 12.13 Consent by the Agents and Lenders. Except as otherwise expressly set forth herein to the contrary, if the consent, approval, satisfaction, determination, judgment, acceptance or similar action (an “Action”) of any Agent or any Lender shall be permitted or required pursuant to any provision hereof or any provision of any other agreement to which any Loan Party is a party and to which any Agent or any Lender has succeeded thereto, such Action shall be required to be in writing and may be withheld or denied by such Agent or such Lender, in its sole discretion, with or without any reason, and without being subject to question or challenge on the grounds that such Action was not taken in good faith.

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Section 12.14 No Party Deemed Drafter. Each of the parties hereto agrees that no party hereto shall be deemed to be the drafter of this Agreement.

Section 12.15 Reinstatement; Certain Payments. If any claim is ever made upon any Agent or any Lender for repayment or recovery of any amount or amounts received by such Agent, such Lender in payment or on account of any of the Obligations, such Agent, such Lender shall give prompt notice of such claim to each other Agent and Lender and the Borrower, and if such Agent, such Lender repays all or part of such amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such Agent, such Lender or any of its property, or (ii) any good faith settlement or compromise of any such claim effected by such Agent, such Lender with any such claimant, then and in such event each Loan Party agrees that (A) any such judgment, decree, order, settlement or compromise shall be binding upon it notwithstanding the cancellation of any Indebtedness hereunder or under the other Loan Documents or the termination of this Agreement or the other Loan Documents, and (B) it shall be and remain liable to such Agent, such Lender hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by such Agent, such Lender.

Section 12.16 Indemnification. In addition to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Agent, each Lender and all of their respective officers, directors, employees, attorneys, consultants and agents (collectively called the “Indemnitees”) from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans, (iii) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this Section 12.16 for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee, as determined by a final judgment of a court of competent jurisdiction. Such indemnification for all of the foregoing losses, damages, fees, costs and expenses of the Indemnitees are chargeable against the Loan Account. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section 12.16 may be unenforceable because it is violative of any law or public policy, each Loan Party shall, jointly and severally, contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees. This Indemnity shall survive the repayment of the Obligations and the discharge of the Liens granted under the Loan Documents.

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Section 12.17 Records. The unpaid principal of and interest on the Loans, the interest rate or rates applicable to such unpaid principal and interest, the duration of such applicability, the Commitments, and the accrued and unpaid fees payable pursuant to the Fee Letter, shall at all times be ascertained from the records of the Agents, which shall be conclusive and binding absent manifest error.

Section 12.18 Binding Effect. This Agreement shall become effective when it shall have been executed by each Loan Party, each Agent and each Lender and thereafter shall be binding upon and inure to the benefit of each Loan Party, each Agent and each Lender, and their respective successors and assigns, except that the Loan Parties shall not have the right to assign their rights hereunder or any interest herein without the prior written consent of each Lender, and any assignment by any Lender shall be governed by Section 12.08 hereof.

Section 12.19 Interest. It is the intention of the parties hereto that each Agent and each Lender shall conform strictly to usury laws applicable to it. Accordingly, if the transactions contemplated hereby or by any other Loan Document would be usurious as to any Agent or any Lender under laws applicable to it (including the laws of the United States of America and the State of New York or any other jurisdiction whose laws may be mandatorily applicable to such Agent or such Lender notwithstanding the other provisions of this Agreement), then, in that event, notwithstanding anything to the contrary in this Agreement or any other Loan Document or any agreement entered into in connection with or as security for the Obligations, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under law applicable to any Agent or any Lender that is contracted for, taken, reserved, charged or received by such Agent or such Lender under this Agreement or any other Loan Document or agreements or otherwise in connection with the Obligations shall under no circumstances exceed the maximum amount allowed by such applicable law, any excess shall be canceled automatically and if theretofore paid shall be credited by such Agent or such Lender on the principal amount of the Obligations (or, to the extent that the principal amount of the Obligations shall have been or would thereby be paid in full, refunded by such Agent or such Lender, as applicable, to the Borrower); and (ii) in the event that the maturity of the Obligations is accelerated by reason of any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to any Agent or any Lender may never include more than the maximum amount allowed by such applicable law, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically by such Agent or such Lender, as applicable, as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by such Agent or such Lender, as applicable, on the principal amount of the Obligations (or, to the extent that the principal amount of the Obligations shall have been or would thereby be paid in full, refunded by such Agent or such Lender to the Borrower). All sums paid or agreed to be paid to any Agent or any Lender for the use, forbearance or detention of sums due hereunder shall, to the extent permitted by law applicable to such Agent or such Lender, be amortized, prorated, allocated and spread throughout the full term of the Loans until payment in full so that the rate or amount of interest on account of any Loans hereunder does not exceed the maximum amount allowed by such applicable law. If at an time and from time to time (i) the amount of interest payable to any Agent or any Lender on any date shall be computed at the Highest Lawful Rate applicable to such Agent or such Lender pursuant to this Section 12.19 and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to such Agent or such

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Lender would be less than the amount of interest payable to such Agent or such Lender computed at the Highest Lawful Rate applicable to such Agent or such Lender, then the amount of interest payable to such Agent or such Lender in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate applicable to such Agent or such Lender until the total amount of interest payable to such Agent or such Lender shall equal the total amount of interest which would have been payable to such Agent or such Lender if the total amount of interest had been computed without giving effect to this Section 12.18.

For purposes of this Section 12.19, the term “applicable law” shall mean that law in effect from time to time and applicable to the loan transaction between the Borrower, on the one hand, and the Agents and the Lenders, on the other, that lawfully permits the charging and collection of the highest permissible, lawful non-usurious rate of interest on such loan transaction and this Agreement, including laws of the State of New York and, to the extent controlling, laws of the United States of America.

The right to accelerate the maturity of the Obligations does not include the right to accelerate any interest that has not accrued as of the date of acceleration.

Section 12.20 Confidentiality. Each Agent and each Lender agrees (on behalf of itself and each of its affiliates, directors, officers, employees and representatives) to use reasonable precautions to keep confidential, in accordance with its customary procedures for handling confidential information of this nature and in accordance with safe and sound practices of comparable companies, any material non-public information supplied to it by the Loan Parties pursuant to this Agreement or the other Loan Documents which is identified in writing by the Loan Parties as being confidential at the time the same is delivered to such Person (and which at the time is not, and does not thereafter become, publicly available or available to such Person from another source not known to be subject to a confidentiality obligation to such Person not to disclose such information), provided that nothing herein shall limit the disclosure of any such information (i) to the extent required by statute, rule, regulation or judicial process, (ii) to counsel for any Agent or any Lender, (iii) to examiners, auditors, accountants or Securitization Parties, (iv) in connection with any litigation to which any Agent or any Lender is a party or (v) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first agrees, in writing, to be bound by confidentiality provisions similar in substance to this Section 12.20. Each Agent and each Lender agrees that, upon receipt of a request or identification of the requirement for disclosure pursuant to clause (iv) hereof, it will make reasonable efforts to keep the Loan Parties informed of such request or identification; provided that each Loan Party acknowledges that each Agent and each Lender may make disclosure as required or requested by any Governmental Authority or representative thereof and that each Agent and each Lender may be subject to review by Securitization Parties or other regulatory agencies and may be required to provide to, or otherwise make available for review by, the representatives of such parties or agencies any such non-public information.

Section 12.21 Section Headings. Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

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Section 12.22 Integration. This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof.

Section 12.23 Acknowledgment of Prior Obligations and Continuation Thereof; No Novation.

(a) Each Loan Party (i) consents to the amendment and restatement of the Original Financing Agreement by this Agreement; (ii) acknowledges and agrees that (A) its obligations owing to Agents and Lenders, and (B) the prior grant or grants of security interests in favor of Agents and Lenders in its properties and assets, under each “Loan Document” as defined in the Original Financing Agreement (the “Original Loan Documents”) and each Loan Document to which it is a party shall be in respect of the obligations of such Loan Party under this Agreement and the other Loan Documents; (iii) reaffirms (A) all of its obligations owing to Agents and Lenders, and (B) all prior grants of security interests in favor of Agents and Lenders under each Original Loan Document and each Loan Document; and (iv) agrees that, except as expressly amended hereby or unless being amended and restated concurrently herewith, each of the Original Loan Documents to which it is a party is and shall remain in full force and effect. The Borrower acknowledges that, as of the Restatement Effective Date, under the Original Financing Agreement: (1) the aggregate outstanding principal amount of the Existing Revolving Loans is $81,000,000, (2) the accrued but unpaid interest on such Existing Revolving Loans is $760,317.05, (3) the aggregate accrued but unpaid unused line fee under the Original Financing Agreement is $20,784.25, and (4) the aggregate accrued but unpaid servicing fee under the Original Financing Agreement is $0. The Borrower hereby confirms and agrees that all outstanding principal, interest and fees (including such accrued and unpaid principal, interest, and fees set forth in the immediately preceding sentence) and other obligations under the Original Financing Agreement immediately prior to the Restatement Effective Date shall, to the extent not paid on the Restatement Effective Date, from and after the Restatement Effective Date, be, without duplication, Obligations owing and payable pursuant to this Agreement and the other Loan Documents as in effect from time to time, shall accrue interest thereon as specified in this Agreement, and shall be secured by the Security Agreement and the other Loan Documents.

(b) This Agreement does not extinguish the obligations for the payment of money outstanding under the Original Financing Agreement or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Original Financing Agreement, the other Original Loan Documents or instruments securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of the Borrower or any Guarantor from any of its obligations or liabilities under the Original Financing Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other loan documents executed in connection therewith. Each Loan Party hereby (i) confirms and agrees that each Original Loan Document to which it is a party that is not being amended and restated concurrently herewith is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Restatement Effective Date, all

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references in any such Original Loan Document to “the Financing Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Original Financing Agreement shall mean the Original Financing Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that any such Original Loan Document purports to assign or pledge to any Agent or Lenders or to grant to any Agent or Lenders a security interest in or lien on, any collateral as security for the obligations of such Loan Party from time to time existing in respect of the Original Financing Agreement or the Original Loan Document, such pledge or assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects with respect to this Agreement and the Loan Documents.

(c) Anything to the contrary contained in this Section 12.23 notwithstanding, the parties hereto acknowledge and agree that Measure Up, Inc. is a Guarantor, not a Person composing the Borrower, hereunder. Accordingly, as of the Restatement Effective Date, (i) the Agents and Lenders hereby release Measure Up, Inc. from any and all of its obligations and liabilities as a Person composing the Borrower under, and as defined in, the Original Financing Agreement and the other Original Loan Documents (it being understood and agreed that Measure Up, Inc. will have all of the obligations and liabilities of a Guarantor hereunder and under the other Loan Documents), and (ii) the Loan Parties hereby agree that Measure Up, Inc. shall not have (A) the rights of a Person composing the Borrower under, and as defined in, the Original Financing Agreement or the other Original Loan Documents, or (B) the rights of a Person composing the Borrower hereunder or the other Loan Documents. As set forth in clauses (a) and (b) of this Section 12.23, Measure Up, Inc. hereby confirms and agrees that to the extent that any Original Loan Document purports to assign or pledge to any Agent or Lenders or to grant to any Agent or Lenders a security interest in or lien on, any collateral as security for the obligations of Measure Up, Inc. from time to time existing in respect of the Original Financing Agreement or the Original Loan Document, such pledge or assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects with respect to this Agreement and the Loan Documents.

Although each Loan Party has been informed of the matters set forth in this Section 12.23 and has acknowledged and agreed to same, it understands that Agents and Lenders shall have no obligation to inform it of such matters in the future or to seek its acknowledgement or agreement to future amendments or modifications, and nothing herein shall create such a duty.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

BORROWER:
DICE INC., a Delaware corporation
By:	/s/ Michael P. Durney
Name:	Michael P. Durney
Title:	Senior Vice President, Finance and Chief Financial Officer
DICE CAREER SOLUTIONS, INC., a Delaware corporation
By:	/s/ Michael P. Durney
Name:	Michael P. Durney
Title:	Senior Vice President, Finance and Chief Financial Officer

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GUARANTORS:
DICE HOLDINGS, INC.,
a Delaware corporation
By:	/S/ MICHAEL P. DURNEY
Name:	Michael P. Durney
Title:	Senior Vice President, Finance and
	Chief Financial Officer
MEASURE UP, INC., a Georgia corporation
By:	/S/ MICHAEL P. DURNEY
Name:	Michael P. Durney
Title:	Senior Vice President, Finance and
	Chief Financial Officer
DICE INDIA HOLDINGS, INC., a Delaware corporation
By:	/S/ MICHAEL P. DURNEY
Name:	Michael P. Durney
Title:	Senior Vice President, Finance and
	Chief Financial Officer
EW KNOWLEDGE PRODUCTS, INC., a Florida corporation
By:	/S/ MICHAEL P. DURNEY
Name:	Michael P. Durney
Title:	Senior Vice President, Finance and
	Chief Financial Officer
JOBSINTHEMONEY.COM, INC., a Delaware corporation
By:	/S/ MICHAEL P. DURNEY
Name:	Michael P. Durney
Title:	Senior Vice President, Finance and
	Chief Financial Officer

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COLLATERAL AGENT, ADMINISTRATIVE AGENT AND LENDERS:
ABLECO FINANCE LLC, a Delaware limited liability company, as Collateral Agent, Administrative Agent, and as a Lender on behalf of itself and its affiliate assigns
By:	/s/ Kevin Benda
Name:	Kevin Benda
Title:	Senior Vice President

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Schedule R-1

Lenders and Lenders’ Commitments

LENDER	REVOLVING CREDIT COMMITMENT		TERM LOAN COMMITMENT		TOTAL COMMITMENT
Ableco Finance LLC	$	75,000,000	$	125,000,000	$	200,000,000
All Lenders	$	75,000,000	$	125,000,000	$	200,000,000

Schedule 6.01(e)

Subsidiaries

Name	Jurisdiction of Incorporation	Ownership of Capital Stock
Dice Inc.	Delaware	100% of Capital Stock owned by Dice Holdings, Inc.
Jobsinthemoney.com, Inc.	Delaware	100% of Capital Stock owned by Dice Holdings, Inc.
eFinancial Group Limited	United Kingdom	100% of Capital Stock owned by Dice Holdings, Inc.
eFinancial Careers Limited	United Kingdom	100% of Capital Stock owned by eFinancial Group Limited
Hay Holdings Limited	British Virgin Islands	100% of Capital Stock owned by eFinancial Group Limited [Dormant]
Dice Career Solutions, Inc.	Delaware	100% of Capital Stock owned by Dice Inc.
Measure Up, Inc.	Georgia	100% of Capital Stock owned by Dice Inc.
Dice India Holdings, Inc.	Delaware	100% of Capital Stock owned by Dice Inc.
EW Knowledge Products, Inc.	Florida	100% of Capital Stock owned by Dice Inc. [Dormant]

Schedule 6.01(f)

Litigation; Commercial Tort Claims

None.

Schedule 6.01(i)

ERISA

None.

Schedule 6.01(o)

Real Property

Indenture of Lease dated as of April 28, 1995 between Three Park Avenue Co. and MJN Enterprises, Inc. (predecessor in interest of Dice Inc.), as amended by First Amendment of Lease dated April 29, 1996 and Second Amendment of Lease dated as of October 7, 1997 for the office located at 3 Park Avenue, 33^rd Floor, New York, New York 10016

Lease Agreement dated as of March 29, 2001 between K.C. Holdings, Inc. and Dice Career Solutions, Inc. (f/k/a EarthWeb Career Solutions, Inc.), as amended by First Amendment to Lease Agreement dated September 25, 2002, Second Amendment to Lease Agreement dated as of December 20, 2002, and Third Amendment to Lease Agreement dated January 8, 2003, for the office located at 4101 NW Urbandale Drive, Urbandale, IA 50322

Lease Agreement between Aurora Business Park I, LLC and Dice Career Solutions, Inc. for the premises known as 4330 114^th Street, Urbandale, Iowa.

Lease-Business Property between KC Holdings V, LLC and Dice Career Solutions, Inc. for the premises known as 10500 Hickman Road, Suite F, Clive, IA 50325

Lease Agreement between Roswell Business Center I, LLC, and Measure Up, Inc. for the premises known as 11660 Alpharetta Highway, Suite 490, Roswell, Georgia

Agreement of Lease dated as of January 4, 2005 between WKC Investments LLC and Dice Career Solutions, Inc. for office located at 4439 Glenway Avenue, Cincinnati, Ohio 45205-1553

Co-Location Services Agreement and Schedule of Supplemental Terms and Conditions dated as of May 25, 2001 between McLeodUSA Telecommunications Services, Inc. and EarthWeb Inc for premises located at 6200 Park Avenue, Des Moines, IA

Agreement of Lease dated as of February 14, 2006 between 211 East 43rd Street, Associates, a New York Limited Partnership, by Eastgate Realty – a division of O.S.L. Shipping and Development, Inc. and Jobs in the Money.Com, Inc for the premises at 211 East 43rd Street, Room 1303, New York, New York 10017

Agreement of Lease dated as of July 12, 2004 between 211 East 43rd Street, Associates, a New York Limited Partnership, by Eastgate Realty – a division of O.S.L. Shipping and Development, Inc. and Jobs in the Money.Com, Inc for the premises at 211 East 43rd Street, Room 1305, New York, New York 10017

Schedule 6.01(r)

Environmental Matters

None.

Schedule 6.01(w)

Intellectual Property

I. Patents

None.

II. Trademarks, Service Marks, Trade Dress, Slogans, Trade Names, Domain Names and Corporate Names

A. U.S., Canadian and European Community Registered Trade and/or Service Marks and Pending Trade and/or Service Mark Applications

Mark Serial Number Registration Number Applicant	Country	Class/Goods and Services	Status
CLEARANCEJOBS.COM Serial No: 78/359,496 Reg. No. 2,919,153 Dice Career Solutions, Inc. (Assignment being effected from Immedia under further assurances clause from acquisition of ClearanceJobs.com from Immedia.)	United States	Class 35: Job Placement, namely providing career information via a job board on a global computer network	Registered App.Date: 1/29/04 Reg. Date: 1/18/05 8&15 Due Date: 1/18/2010 and 1/18/2011 Renewal Date: 1/18/2015
DICE Serial No: 75/115,743 Reg. No: 2,158,101 Dice Career Solutions, Inc.	United States	Class: 35 Computerized services in the nature of providing access to employment recruiting data bases Class: 38 Electronic mail services	Registered App. Date: 6/7/1996 Reg Date: 5/19/1998 Renewal Date: 5/19/2008
DICE Serial No: 1188357 Reg. No: TMA632582 Dice Inc.	Canada	Class: On-line computer services, namely, providing access to information, databases, bulletin boards and posting services in the field of employment opportunity; recruitment, job placement and resume services via the internet; electronic mail services	Registered App Date: 8/21/2003 Reg Date: 2/10/2005 Renewal Date: 2/10/2020
DICE Serial No: 003923513 Reg. No:	European Community Trademark	Class: 35 Recruitment, job placement and resume	Filed App Date: 7/1/2004

Dice Career Solutions, Inc.	Countries: Austria, Benelux (Belgium, The Netherlands & Luxembourg), Denmark, Finland, France, Germany, Greece, Ireland, Italy, Portugal, Spain, United Kingdom, Cyprus, The Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Slovakia, and Slovenia.	services via the internet Class: 38 Electronic mail services; online computer services, namely, providing access to information, databases, bulletin boards and posting services in the field of employment opportunity	Published 4/4/2005 Reg. fees authorized 6/24/2005
MEASURE UP Serial No: 75/541,008 Reg. No: 2,291,112 Measure Up, Inc.	United States	Class: 9 Computer programs to be customized by the users, for use in assessment training, and certification of individuals in a variety of vocations, professions, and technical applications; computer programs for use in information technology assessment, training, and certification of individuals	Registered App Date: 8/21/1998 Reg Date: 11/9/1999 Renewal Date: 11/9/2009
JOBSINTHEMONEY	United States	Class: 35 On-line job placement and employment recruiting.	Registered: App.Date: 1/31/99 Reg. Date: 8/22/00

B. Domain Names

Owned by Dice Career Solutions, Inc.

DICE.COM

CLEARANCEJOBS.COM

TARGETEDJOBFAIRS.COM

DICEMAIL.COM

DICEMAIL.NET

DLINC.COM

ITKNOWLEDGE.COM

MEASURE UP.INFO

SECURITYCLEARANCEJOBS.COM

TJFAIRS.COM

USDEFENSEJOBS.COM

DICE-INDIA.COM

DICEINDIA.BIZ

DICE-CANADA.BIZ

DICE-CANADA.COM

DICE-CANADA.INFO

DICE-CANADA.NET

DICE-CANADA.ORG

DICECANADA.BIZ

DICECANADA.INFO

DICECANADA.NET

DICECANADA.ORG

DICEENGINEERING.BIZ

DICEENGINEERING.COM

DICEENGINEERING.INFO

DICEENGINEERING.NET

DICEENGINEERING.ORG

DICEENGINEERING.US

DICEFRANCE.BIZ

DICEFRANCE.COM

DICEFRANCE.INFO

DICEFRANCE.NET

DICEFRANCE.ORG

DICEGERMANY.BIZ

DICEGERMANY.COM

DICEGERMANY.INFO

DICEGERMANY.NET

DICEGERMANY.ORG

DICEIRELAND.BIZ

DICEIRELAND.COM

DICEIRELAND.INFO

DICEIRELAND.NET

DICEIRELAND.ORG

DICEITALY.BIZ

DICEITALY.COM

DICEITALY.INFO

DICEITALY.NET

DICEITALY.ORG

DICESINGAPORE.BIZ

DICESINGAPORE.COM

DICESINGAPORE.INFO

DICESINGAPORE.NET

DICESINGAPORE.ORG

DICESPAIN.BIZ

DICESPAIN.COM

DICESPAIN.INFO

DICESPAIN.NET

DICESPAIN.ORG

DICEUNITEDKINGDOM.BIZ

DICEUNITEDKINGDOM.COM

DICEUNITEDKINGDOM.INFO

DICEUNITEDKINGDOM.NET

DICEUNITEDKINGDOM.ORG

Owned by Measure Up, Inc.

MEASURE UP.COM

MSMEASURE UP.COM

PASSIT.BIZ

CERTCENTRAL.NET

Owned by Jobsinthemoney.com, Inc.

WALLSTREET-JOBS.COM

SALARYCLOCK.COM

JOBSWITHMONEY.COM

JOBSONTHEMONEY.COM

JOBSINTHEMONEY.COM

JOBSINCONSULTING.COM

JITM.COM

FINVERT.COM

FTJOBS.COM

FINANCIALJOB.COM

FINANCIAL-JOBS.COM

FINANCEJOB.COM

EFINANCIALJOBS.COM

BUSINESSJOBFINDER.COM

BANKINGJOBS.INFO

C. Corporate Names

Dice Inc.

Dice Career Solutions, Inc.

Measure Up, Inc.

EW Knowledge Products, Inc.

Dice India Holdings, Inc.

Jobsinthemoney.com, Inc.

III. Copyright Registrations/Applications

Title of Work and Owner	Reg. No./Reg. Date
MCSE: designing a Microsoft Windows 2000 network infrastructure: readiness review, exam 70-221 Measure Up, Inc.	TX5425196 November 13, 2001
Measure Up Online Assessment Testing Measure Up, Inc.	TXu856355 May 15, 1998
Measure Up certification preparation Measure Up, Inc.	TX4733073 May 20, 1998

Dice Holdings, Inc. and its Subsidiaries also own unregistered copyrights in the content contained on their websites.

IV. Intellectual Property Licenses

Oracle License and Services Agreement dated as of April 30, 2004 between Oracle Corporation and Dice Inc.

MCI Service Agreement for telecommunications services dated as of January 8, 2005 between Dice Inc. and MCI Worldcom Communications, Inc.

Master Services Agreement dated as of September 12, 2001 between McLeodUSA Telecommunications Services, Inc. and Dice Inc.

Custom Services Agreement, together with Terms and Conditions, dated as of August 29, 2001 between Dice.com and McLeodUSA Telecommunications Services, Inc.

Co-Location Services Agreement and Schedule of Supplemental Terms and Conditions dated as of May 25, 2001 between McLeodUSA Telecommunications Services, Inc. and EarthWeb Inc.

Verity, Inc. Software License Agreement and Purchase Order dated February 29, 2000 between Verity Inc. and EarthWeb Inc. and Purchase Order dated November 30, 1999 between Verity Inc. and Dice.com

Verity K2 Server Licenses Letter Agreement re India Joint Venture dated as of November 17, 2004 between Verity Inc. and Dice Career Solutions, Inc.

Network Appliance Purchase Order #4347 dated as of February 28, 2005 between Dice Career Solutions, Inc. and Capital Technology Group

BEA Software License between BEA Systems, Inc. and Lavastorm Engineering, together with Consent to Software License Assignment by BEA Systems, Inc., dated as of May 1, 2002 (consenting to assignment of the Software License from Lavastorm Engineering to Dice Inc.)

Microsoft Open License Order Confirmation Number 18203733 dated as of September 27, 2004 between Microsoft Corporation and Dice Career Solutions, Inc.

Trend Micro Software License Number 205 dated March 16, 2005 for Dice.com Client/Server Messaging Suite for Small Businesses

Computer Associates License Program Certificate (Order ID OL468553 dated March 2, 2004 for Dice.com (BrightStor ARCServe Backup Release 11 and BAB for various software)

Microsoft License 15243223 dated September 5, 2002 for Dice.com

Microsoft License 15553265 dated September 5, 2002 for Dice.com

Microsoft License 13891062 dated June 29, 2001 for Dice.com

Microsoft License 14158963 dated September 15, 2001 for Dice.com

Microsoft License 17879265 dated August 19, 2004 for Dice.com

MCI WorldCom On-Net Service Agreement dated as of April 21, 2003 between MCI Worldcom and Dice Career Solutions, Inc.

EMC Master Lease Agreement No. 11791 between EMC Corporation and Dice Inc. and Supplement No. 8 thereto dated as of August 30, 2002, Supplement No. 7 thereto dated as of August 30, 2002, Supplement No. 6 dated as of July 17, 2001, Supplement No. 5 dated as of May 1, 2000, Supplement No. 4 dated as of May 18, 2000, Supplement No. 3 dated as of September 1, 1999, Supplement No. 2 dated October 1, 1998, and Supplement No. 1 dated as of June 15, 1998

AT&T Master Agreement dated as of March 20, 2003 between AT&T Corp. and Dice Career Solutions, Inc.

License, Support and Implementation Services Agreement dated as of May 18, 2005 between Endeca Technologies Inc. and Dice Career Solutions, Inc.

Software License Agreement dated as of November 1, 2004 between Dice Career Solutions, Inc. and eRecruiter, LLC.

Image Management Plus Office Service Equipment Lease Agreement between IKON Office Solutions, Inc. and Dice Career Solutions, Inc., together with purchase order dated as of February 28, 2005 with Capital Technology Group, Inc.

Agreement dated as of June 27, 2005 between Mercury Corporation and Dice Career Solutions, Inc.

Services Agreement for web-hosting services between HostCentric, Inc. and Jobsinthemoney.com, Inc. dated February 1, 2004, as amended on November 1, 2005 and February 9, 2006

Microsoft Windows 2003, Exchange 2003 and SQL Licenses

Coldfusion License:

Quantity	Description
35	Microsoft Windows 2003 Client Access License Software Assurance (2yrs)
35	Microsoft Exchange 2003 Client Access License Software Assurance (2yrs)
35	Microsoft Office 2003 Std License with Software Assurance (2yrs)
1	Microsoft Exchange 2003 Server License Software Assurance (2yrs)
2	Microsoft Windows 2003 Server License with Software Assurance (2yrs)
35	Symantec AntiVirus Enterprise Edition 10.0 (2yrs)

V. Intellectual Property Claims and Litigation

None.

Schedule 6.01(dd)

Name; Jurisdiction of Organization; Organizational ID Number;

Chief Place of Business; Chief Executive Office; FEIN

Name	Jurisdiction	ID Number	Places of Business	Chief Executive Office	FEIN
Dice Holdings, Inc.	Delaware	3991236	3 Park Avenue, 33rd Floor New York, NY 10016	3 Park Avenue, 33rd Floor New York, NY 10016	20-3179218
Dice Inc.	Delaware	2762931	3 Park Avenue, 33rd Floor New York, NY 10016	3 Park Avenue, 33rd Floor New York, NY 10016	13-3899472
Jobsinthemoney, com, Inc.	Delaware	3008758	211 East 43rd Street, Rooms 1303 and 1305, New York, NY 10017 and 4101 NW Urbandale Drive Urbandale, IA 50322	3 Park Avenue, 33rd Floor, New York, NY 10016	74-2911111
Dice Career Solutions, Inc.	Delaware	2997142	4101 NW Urbandale Drive Urbandale, IA 50322	4101 NW Urbandale Drive Urbandale, IA 50322	42-1484389
Measure Up, Inc.	Georgia	K729855	11660 Alpharetta Highway, Suite 490, Roswell, Georgia	11660 Alpharetta Highway, Suite 490, Roswell, Georgia	58-2340826
Dice India Holdings, Inc.	Delaware	3845253	3 Park Avenue, 33rd Floor New York, NY 10016	3 Park Avenue, 33rd Floor New York, NY 10016	20-3179218
EW Knowledge Products, Inc.	Florida	3845253	3 Park Avenue, 33rd Floor New York, NY 10016	3 Park Avenue, 33rd Floor New York, NY 10016	593052351

Schedule 6.01(ff)

Collateral Locations

The addresses listed on Schedule 6.01(o).

Agent	Value	Collateral
Exhibit Resources Midwest	< $10,000 in value	Dice Career Solutions tradeshow booth and equipment storage
T&M Services, Inc.	< $10,000 in value	Dice Career Solutions furniture & fixtures storage
Offices in the homes of Dice sales personnel	< $25,000 in aggregate value	Computer equipment

Schedule 7.02(a)

Existing Liens

Secured Party	Debtor Name	Collateral
Bankers Leasing Company	Dice Career Solutions, Inc.	Postage machine
IOS Capital	Dice Career Solutions Inc.	All equipment leases under Master Agreement No. 12589
Green Tree Vendor Services	Measure Up, Inc.	Dell computers
EMC Corporation	Dice Inc.	Certain equipment: DS-M-RLKT, DS-16M-00, DM7-FS-2G-U
DE Lage Landen Financial Services Corporation	Dice Inc.	Certain equipment: (1) 3830-36, (8) 3030-3653, (1) MEM2-4096, (4) DP2-USD4SW, (11791/7) KC

Schedule 7.02(b)

Existing Indebtedness

Creditor	Amount	Description
Bank of America	$57,000	Dice Inc. LC backing NYC lease, collateralized by CD

Schedule 7.02(k)

Limitations on Dividends and Other Payment Restrictions

None.

EXHIBIT A-1

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

This ASSIGNMENT AND ACCEPTANCE AGREEMENT (“Assignment Agreement”) is entered into as of                          between                          (“Assignor”) and                          (“Assignee”). Reference is made to the agreement described in Item 2 of Annex I annexed hereto (as amended, restated, modified or otherwise supplemented from time to time, the “Financing Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Financing Agreement.

1. In accordance with the terms and conditions of Section 12.08 of the Financing Agreement, the Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to the Assignor’s rights and obligations under the Loan Documents as of the date hereof with respect to the Obligations owing to the Assignor, and Assignor’s portion of the Revolving Credit Commitments, all as specified on Annex I.

2. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim and (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby; (b) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto; and (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under the Loan Documents or any other instrument or document furnished pursuant thereto.

3. The Assignee (a) confirms that it has received copies of the Financing Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement; (b) agrees that it will, independently and without reliance upon Administrative Agent, Collateral Agent, Assignor, or any other Lender, based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (c) confirms that it is eligible as an assignee under the terms of the Financing Agreement; (d) appoints and authorizes each of Administrative Agent and Collateral Agent to take such action as Administrative Agent or Collateral Agent (as the case may be) on its behalf and to exercise such powers under the Loan Documents as are delegated to Administrative Agent or Collateral Agent (as the case may be) by the terms thereof, together with such powers

as are reasonably incidental thereto; (e) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender[; and (f) attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee’s status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Financing Agreement or such other documents as are necessary to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty].

4. Following the execution of this Assignment Agreement by the Assignor and Assignee, it will be delivered by the Assignor to the Collateral Agent for recording by the Collateral Agent. The effective date of this Assignment (the “Settlement Date”) shall be the latest of (a) the date of the execution hereof by the Assignor and the Assignee, the payment by Assignor or Assignee to the Collateral Agent for the Collateral Agent’s sole and separate account of a processing fee in the amount of $5,000 (if required) and the receipt of any required consent of the Collateral Agent, (b) the settlement date specified on Annex I, and (c) the receipt by Assignor of the Purchase Price specified in Annex I.

5. Upon recording by the Administrative Agent, as of the Settlement Date, (a) the Assignee shall be a party to the Financing Agreement and, to the extent of the interest assigned pursuant to this Assignment Agreement, have the rights and obligations of a Lender thereunder and under the other Loan Documents, and (b) the Assignor shall, to the extent of the interest assigned pursuant to this Assignment Agreement, relinquish its rights and be released from its obligations under the Financing Agreement and the other Loan Documents.

6. Upon recording by the Administrative Agent, from and after the Settlement Date, the Administrative Agent shall make all payments under the Financing Agreement and the other Loan Documents in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees (if applicable) with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Financing Agreement and the other Loan Documents for periods prior to the Settlement Date directly between themselves on the Settlement Date.

7. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8. EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BASED UPON OR ARISING OUT OF THIS ASSIGNMENT AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, AND AGREES THAT ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

9. This Assignment Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Assignment Agreement by facsimile or electronic mail shall be equally effective as delivery of an original executed counterpart.

[Remainder of page left intentionally blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement and Annex I hereto to be executed by their respective officers thereunto duly authorized, as of the first date above written.

[NAME OF ASSIGNOR]

as Assignor

By

Title:

[NAME OF ASSIGNEE]

as Assignee

By:

Title:

ACCEPTED AND CONSENTED TO

THIS      DAY OF             , 20    

ABLECO FINANCE LLC,

a Delaware limited liability company, in its capacity as Collateral Agent

By:

Title:

ANNEX FOR ASSIGNMENT AND ACCEPTANCE

ANNEX I

1.	Borrower:	Dice Inc., a Delaware corporation and Dice Career Solutions, Inc., a Delaware corporation
2.	Name and Date of Financing Agreement:
		Amended and Restated Financing Agreement, dated as of March __, 2007, by and among Dice Holdings, Inc., a Delaware corporation (the “Parent”), Borrower, each Subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto, the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), Ableco Finance LLC, a Delaware limited liability company (“Ableco”), as the collateral agent for the Lenders, and Ableco, as the administrative agent for the Lenders.
3.	Date of Assignment Agreement:
4.	Amounts:
	a.      Assigned Amount of Revolving Credit Commitment		$
	b.      Assigned Amount of Revolving Loans		$
	c.      Assigned Amount of Term Loan		$
5.	Purchase Price:		$
6.	Settlement Date:

7. Notice and Payment Instructions, etc.

Assignor: Assignee:

EXHIBIT B-1

FORM OF BORROWING BASE CERTIFICATE

Ableco Finance LLC,

as Collateral Agent and Administrative Agent

299 Park Avenue

Floors 21—23

New York, NY 10171

Each of Dice Inc., a Delaware corporation (“Dice”) and Dice Career Solutions, Inc., a Delaware corporation (“Dice Career”) (each of Dice and Dice Career are individually and collectively, jointly and severally, referred to as the “Borrower”), pursuant to Section 7.01(a)(vi) of that certain Amended and Restated Financing Agreement, dated as of March     , 2007 (as amended, restated supplemented or otherwise modified from time to time, the “Financing Agreement”), among the Borrower, Dice Holdings, Inc., a Delaware corporation (“Parent”), each Subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent and any additional entities that become guarantors pursuant to the requirements of Section 7.01(b) thereof or otherwise, each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), Ableco Finance LLC, a Delaware limited liability company, as collateral agent for the Lenders (in such capacity, together with any successor collateral agent, the “Collateral Agent”), and Ableco, as administrative agent for the Lenders (in such capacity, together with any successor administrative agent, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”) hereby certifies, through the undersigned Authorized Officer, to Agents that the following items, calculated in accordance with the terms and definitions set forth in the Financing Agreement for such items, are true and correct, and that the Borrower is in compliance with and, after giving effect to any currently requested Loans, will be in compliance with the terms, conditions, and provisions of the Financing Agreement.

All initially capitalized terms used in this Borrowing Base Certificate have the meanings set forth in the Financing Agreement unless specifically defined herein.

Effective Date of Calculation:
A.     Borrowing Base Calculation
1.      Senior Leverage Ratio Limiter		$
2.      TTM EBITDA of the Parent		$
3.      Item 1 times Item 2	=		$
4.      Hedging Reserve			$

- 1 -

5.      Item 3 minus Item 4	=		$
B.     Availability Calculation
1.      Borrowing Base (from Section A, Item 5):		$
2.      Total Revolving Credit Commitment:		$
3.      The lesser of Item 1 and Item 2	=	$
4.      Aggregate outstanding principal amount of all Revolving Loans		$
5.      Item 3 minus Item 4	=		$

[Remainder of page intentionally left blank.]

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The Borrower, through the undersigned, hereby certifies that all of the foregoing is true and correct as of the effective date of the calculations set forth above and that such calculations have been made in accordance with the requirements of the Financing Agreement.

DICE INC.,

a Delaware corporation

By:

Name:

Title:

DICE CAREER SOLUTIONS INC.,

a Delaware corporation

By:

Name:

Title:

EXHIBIT I-1

FORM OF INTERCOMPANY SUBORDINATION AGREEMENT

THIS INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of                  , 20    , is made by and among DICE HOLDINGS, INC., a Delaware Corporation (“Parent”), and each of Parent’s undersigned Subsidiaries (Parent and such Subsidiaries are referred to hereinafter each individually as an “Obligor”, and individually and collectively, jointly and severally, as the “Obligors”), in favor of ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”), as the collateral agent for the below-defined Lenders (in such capacity, together with any successor collateral agent, “Collateral Agent”).

WHEREAS, Parent, Dice Inc., a Delaware corporation (“Dice”), Dice Career Solutions, Inc., a Delaware corporation (“Dice Career”), and Measure Up, Inc., a Georgia corporation (“Measure Up”) (each of Dice, Dice Career, and Measure Up are individually and collectively, jointly and severally, referred to as the “Borrower”), each Subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent and any additional entities that become guarantors pursuant to the requirements of Section 7.01(b) thereof or otherwise, each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), the lenders that are, from time to time, parties thereto (each a “Lender” and collectively, the “Lenders”), Collateral Agent, and Ableco, as administrative agent for the Lender Group (in such capacity, together with its successors and assigns, if any, in such capacity, “Administrative Agent”; and together with Collateral Agent, each an “Agent” and collectively, “Agents”) have entered into that certain Financing Agreement, of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), pursuant to which the below-defined Lender Group has agreed to make certain financial accommodations to Borrower;

WHEREAS, each Obligor has made or may make certain loans or advances from time to time to one or more other Obligors; and

WHEREAS, each Obligor has agreed to the subordination of such indebtedness of each other Obligor to such Obligor, upon the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants, conditions, representations, and warranties set forth herein and for other good and valuable consideration, the parties hereto agree as follows:

SECTION 1 Definitions; Interpretation.

(a) Terms Defined in Financing Agreement. All capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Financing Agreement.

(b) Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Administrative Agent” has the meaning set forth in the recitals hereto.

“Agent” and “Agents” have the respective meanings set forth in the recitals hereto.

“Agreement” has the meaning set forth in the preamble hereto.

“Borrower” shall have the meaning set forth in the recitals hereto.

“Collateral Agent” has the meaning set forth in the preamble hereto.

“Financing Agreement” has the meaning set forth in the recitals hereto.

“Insolvency Event” has the meaning set forth in Section 3.

“Lender” and “Lenders” have the respective meanings set forth in the recitals hereto.

“Lender Group” means, individually and collectively, Collateral Agent, Administrative Agent, and each of the Lenders.

“Obligor and Obligors” have the respective meanings set forth in the preamble hereto.

“Parent” has the meaning set forth in the recitals hereto.

“Senior Debt” means the Obligations and all other indebtedness and liabilities, obligations, or undertakings of any kind or description of any Obligor to Collateral Agent, Administrative Agent or any Lender arising out of, outstanding under, advanced or issued pursuant to, evidenced by, or in connection with this Agreement, the Financing Agreement, the Security Agreement or any other Loan Document, including, without limitation, all unpaid principal, interest, fees, indemnification payments, expense reimbursements, and all other amounts payable thereunder or in connection therewith, whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and including without limitation interest, fees, and other such amounts, which would accrue and become due but for the commencement of an Insolvency Event, whether or not such interest, fees, and other amounts are allowed or allowable in whole or in part in any such Insolvency Event.

“Subordinated Debt” means, with respect to each Obligor (each, a “Beneficiary Obligor”), all indebtedness, liabilities, and other obligations of any other Obligor (each, an “Obligated Obligor”) owing to a Beneficiary Obligor in respect of any and all loans or advances made by such Beneficiary Obligor to an Obligated Obligor whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including all fees and all other amounts payable by such Obligated Obligor to such Beneficiary Obligor under or in connection with any documents or instruments related thereto.

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“Subordinated Debt Payment” means any payment or distribution by or on behalf of the Obligors, directly or indirectly, of assets of the Obligors of any kind or character, whether in cash, property, or securities, including on account of the purchase, redemption, or other acquisition of Subordinated Debt, as a result of any collection, sale, or other disposition of collateral, or by setoff, exchange, or in any other manner, for or on account of the Subordinated Debt.

(c) Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, whether or not so expressly stated in each such instance. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and (f) any reference herein to the repayment “in full” of the Senior Debt shall mean the repayment in full in cash or cash equivalents of all Senior Debt (or the collateralization thereof in a manner reasonably satisfactory to Collateral Agent) other than Senior Debt consisting of contingent indemnification obligations. References in this Agreement to “determination” by any Agent include good faith estimates made by such Agent (in the case of quantitative determinations) and good faith beliefs held by such Agent (in the case of qualitative determinations).

SECTION 2 Subordination to Payment of Senior Debt. As to each Obligor, all payments on account of the Subordinated Debt shall be subject, subordinate, and junior, in right of payment and exercise of remedies, to the extent and in the manner set forth herein, to the prior payment in full of the Senior Debt.

SECTION 3 Subordination Upon Any Distribution of Assets of the Obligors. As to each Obligor, in the event of any payment or distribution of assets of any other Obligor of any kind or character, whether in cash, property, or securities, upon the dissolution, winding up, or total or partial liquidation or reorganization, readjustment, arrangement, or similar proceeding relating to such other Obligor or its property, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership, arrangement, or similar proceedings or upon an assignment for the benefit of creditors, or upon any other marshaling or composition of the assets and liabilities of such other Obligor, or otherwise (such events, collectively, the “Insolvency Events”): (i) all

3

amounts owing on account of the Senior Debt shall first be paid in full before any Subordinated Debt Payment is made; and (ii) to the extent permitted by applicable law, any Subordinated Debt Payment to which such Obligor would be entitled except for the provisions hereof, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution directly to Collateral Agent for the benefit of the Lender Group for application to the payment of the Senior Debt in accordance with clause (i), after giving effect to any concurrent payment or distribution or provision therefor to the Lender Group or Collateral Agent for the benefit thereof, in respect of such Senior Debt.

SECTION 4 Payments on Subordinated Debt.

(a) Permitted Payments. So long as no Event of Default has occurred and is continuing, each Obligor may make, and each other Obligor shall be entitled to accept and receive, (i) Subordinated Debt Payments in the ordinary course of business and (ii) payments allowed, if any, under the Financing Agreement.

(b) No Payment Upon Senior Debt Defaults. Upon the occurrence and during the continuance of any Event of Default, no Obligor shall make, and no Obligor shall accept or receive, any Subordinated Debt Payment.

SECTION 5 Subordination of Remedies. As long as any Senior Debt shall remain outstanding and unpaid, following the occurrence and during the continuance of any Event of Default, no Obligor shall, without the prior written consent of Collateral Agent:

(a) accelerate, make demand, or otherwise make due and payable prior to the original due date thereof any Subordinated Debt or bring suit or institute any other actions or proceedings to enforce its rights or interests in respect of the obligations of any other Obligor owing to such Obligor;

(b) exercise any rights under or with respect to guaranties of the Subordinated Debt, if any;

(c) exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities, or obligations of such Obligor to any other Obligor against any of the Subordinated Debt, except for ordinary course adjustments between Obligors; or

(d) commence, or cause to be commenced, or join with any creditor other than the Lender Group or Collateral Agent on behalf thereof, in commencing, any bankruptcy, insolvency, or receivership proceeding against the other Obligor.

SECTION 6 Payment Over to Collateral Agent. In the event that, notwithstanding the provisions of Sections 2, 3, 4, and 5, any Subordinated Debt Payments shall be received in contravention of Sections 2, 3, 4, or 5 by any Obligor before all Senior Debt is paid in full, such Subordinated Debt Payments shall be held in trust for the benefit of the Lender Group and shall be paid over or delivered to Collateral Agent for the benefit of the Lender for application to the payment in full of all Senior Debt remaining unpaid to the extent necessary to give effect to such Sections 2, 3, 4, and 5, after giving effect to any concurrent payments or distributions to the Lender Group in respect of the Senior Debt.

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SECTION 7 Authorization to Collateral Agent. If, while any Subordinated Debt is outstanding, any Insolvency Event shall occur and be continuing with respect to any other Obligor or its property: (i) Collateral Agent, on behalf of the Lender Group, hereby is irrevocably authorized and empowered (in the name of each Obligor or otherwise), but shall have no obligation, to demand, sue for, collect, and receive every payment or distribution in respect of the Subordinated Debt and give acquittance therefor and to file claims and proofs of claim and take such other action (including voting the Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Lender Group; and (ii) each Obligor shall promptly take such action as Collateral Agent may request (A) to collect the Subordinated Debt for the account of the Lender Group and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to Collateral Agent such powers of attorney, assignments, and other instruments as it may request to enable it to enforce any and all claims with respect to the Subordinated Debt, and (C) to collect and receive any and all Subordinated Debt Payments.

SECTION 8 Certain Agreements of Each Obligor.

(a) No Benefits. Each Obligor understands that there may be various agreements between the Lender Group and any other Obligor evidencing and governing the Senior Debt, and each Obligor acknowledges and agrees that such agreements are not intended to confer any benefits on such Obligor and that the Lender Group and Collateral Agent on behalf thereof shall have no obligation to such Obligor or any other Person to exercise any rights, enforce any remedies, or take any actions which may be available to them under such agreements.

(b) No Interference. Each Obligor acknowledges that each other Obligor has granted to Collateral Agent, for the benefit of the Lender Group, security interests in all of such other Obligor’s Collateral, and agrees not to interfere with or in any manner oppose a disposition in accordance with the Loan Documents of any such Collateral by the Lender Group or Collateral Agent on behalf thereof, in accordance with applicable law.

(c) Reliance by the Lender Group. Each Obligor acknowledges and agrees that the Lender Group will have relied upon and will continue to rely upon the subordination provisions provided for herein and the other provisions hereof in entering into the Loan Documents and making or issuing the Loans or other financial accommodations thereunder.

(d) Waivers. Except as provided under the Financing Agreement, each Obligor hereby waives any and all notice of the incurrence of the Senior Debt or any part thereof and any right to require marshaling of assets.

(e) Obligations of Each Obligor Not Affected. Subject to the terms and conditions of the Loan Documents, each Obligor hereby agrees that at any time and from time to time, without notice to or the consent of such Obligor, without incurring responsibility to such Obligor, and without impairing or releasing the subordination provided for herein or otherwise impairing the rights of the Lender Group hereunder: (i) the time for any other Obligor’s performance of or compliance with any of its agreements contained in the Loan Documents may be extended or such performance or compliance may be waived by the Lender Group or

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Collateral Agent on behalf thereof; (ii) the agreements of any other Obligor with respect to the Loan Documents may from time to time be modified by such other Obligor and the Lender Group or Collateral Agent on behalf thereof for the purpose of adding any requirements thereto or changing in any manner the rights and obligations of such other Obligor or the Lender Group thereunder; (iii) the manner, place, or terms for payment of Senior Debt or any portion thereof may be altered or the terms for payment extended, or the Senior Debt may be renewed in whole or in part; (iv) the maturity of the Senior Debt may be accelerated in accordance with the terms of any present or future agreement by any other Obligor and the Lender Group or Collateral Agent on behalf thereof; (v) any Collateral may be sold, exchanged, released, or substituted and any Lien in favor of Collateral Agent for the benefit of the Lender Group may be terminated, subordinated, or fail to be perfected or become unperfected; (vi) any Person liable in any manner for Senior Debt may be discharged, released, or substituted; and (vii) all other rights against the other Obligor, any other Person, or with respect to any Collateral may be exercised (or the Lender Group or Collateral Agent on behalf thereof may waive or refrain from exercising such rights).

(f) Rights of the Lender Group Not to Be Impaired. No right of the Lender Group or Collateral Agent on behalf thereof to enforce the subordination provided for herein or to exercise its other rights hereunder shall at any time in any way be prejudiced or impaired by any act or failure to act by any other Obligor, the Lender Group or Collateral Agent hereunder or under or in connection with the other Loan Documents or by any noncompliance by the other Obligor with the terms and provisions and covenants herein or in any other Loan Document, regardless of any knowledge thereof the Lender Group or Collateral Agent on behalf thereof may have or otherwise be charged with.

(g) Financial Condition of the Obligors. Except as provided or otherwise permitted under the Financing Agreement or any Loan Document, no Obligor shall have any right to require the Lender Group to obtain or disclose any information with respect to: (i) the financial condition or character of any other Obligor or the ability of the other Obligor to pay and perform Senior Debt; (ii) the Senior Debt; (iii) the Collateral or other security for any or all of the Senior Debt; (iv) the existence or nonexistence of any guarantees of, or any other subordination agreements with respect to, all or any part of the Senior Debt; (v) any action or inaction on the part of the Lender Group or any other Person; or (vi) any other matter, fact, or occurrence whatsoever.

(h) Acquisition of Liens or Guaranties. Except as permitted under the Financing Agreement, each Obligor shall not, without the prior consent of Collateral Agent, acquire any right or interest in or to any assets of any other Obligor or accept any guaranties from any other Obligor or from any other Subsidiary of Borrower for the Subordinated Debt.

SECTION 9 Subrogation.

(a) Subrogation. Until the payment in full of all Senior Debt, no Obligor shall have, and no Obligor shall directly or indirectly exercise, any rights that it may acquire by way of subrogation under this Agreement, by any payment or distribution to the Lender Group hereunder or otherwise. Upon the payment in full of all Senior Debt, each Obligor shall be subrogated to the rights of the Lender Group to receive payments or distributions applicable to

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the Senior Debt until the Subordinated Debt shall be paid in full. For the purposes of the foregoing subrogation, no payments or distributions to the Lender Group of any cash, property, or securities to which any Obligor would be entitled except for the provisions of Section 2, 3, 4, or 5 shall, as among such Obligor, its creditors (other than the Lender Group), and the other Obligor, be deemed to be a payment by the other Obligors to or on account of the Senior Debt.

(b) Payments Over to the Obligors. If any payment or distribution to which any Obligor would otherwise have been entitled but for the provisions of Section 2, 3, 4, or 5 shall have been applied pursuant to the provisions of Section 2, 3, 4, or 5 to the payment of all amounts payable under the Senior Debt, such Obligor shall be entitled to receive from the Lender Group any payments or distributions received by the Lender Group in excess of the amount sufficient to pay in full all amounts payable under or in respect of the Senior Debt. If any such excess payment is made to the Lender Group, the Lender Group shall promptly remit such excess to such Obligor and until so remitted shall hold such excess payment for the benefit of such Obligor.

SECTION 10 Continuing Agreement; Reinstatement.

(a) Continuing Agreement. This Agreement is a continuing agreement of subordination and shall continue in effect and be binding upon each Obligor until payment in full of the Senior Debt. The subordinations, agreements, and priorities set forth herein shall remain in full force and effect regardless of whether any party hereto in the future seeks to rescind, amend, terminate, or reform, by litigation or otherwise, its respective agreements with the other Obligor.

(b) Reinstatement. This Agreement shall continue to be effective or shall be reinstated, as the case may be, if, for any reason, any payment of the Senior Debt by or on behalf of any other Obligor shall be rescinded or must otherwise be restored by the Lender Group under Section 12.14 of the Financing Agreement.

SECTION 11 Transfer of Subordinated Debt. No Obligor may assign or transfer its rights and obligations in respect of the Subordinated Debt (except that (a) any Obligor may assign its right to payment of the Subordinated Debt to the Borrower, (b) any Obligor (other than Borrower) may assign its right to payment of the Subordinated Debt to any Guarantor, (c) the Borrower may assign its obligation to pay the Subordinated Debt to any other Obligor, (d) any Guarantor may assign its obligation to pay the Subordinated Debt to any other Guarantor, (e) any Obligor (other than the Borrower or a Guarantor) may assign its obligation to pay the Subordinated Debt to any other Obligor (other than the Borrower or a Guarantor)) without the prior written consent of Collateral Agent, and any such transferee or assignee, as a condition to acquiring an interest in the Subordinated Debt shall agree to be bound hereby, in form reasonably satisfactory to Collateral Agent.

SECTION 12 Obligations of the Obligors Not Affected. The provisions of this Agreement are intended solely for the purpose of defining the relative rights of each Obligor against the other Obligors, on the one hand, and of the Lender Group against the Obligors, on the other hand. Nothing contained in this Agreement shall (i) impair, as between each Obligor and the other Obligors, the obligation of the other Obligors to pay their respective obligations with

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respect to the Subordinated Debt as and when the same shall become due and payable, or (ii) otherwise affect the relative rights of each Obligor against the other Obligors, on the one hand, and of the creditors (other than the Lender Group) of the other Obligors against the other Obligors, on the other hand.

SECTION 13 Endorsement of Obligor Documents; Further Assurances and Additional Acts.

(a) Endorsement of Obligor Documents. At the reasonable request of Collateral Agent, all documents and instruments evidencing any of the Subordinated Debt, if any, shall be endorsed with a legend noting that such documents and instruments are subject to this Agreement, and each Obligor shall promptly deliver to Collateral Agent evidence of the same.

(b) [intentionally omitted.]

SECTION 14 Notices. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including by facsimile transmission) and shall be mailed, sent, or delivered in accordance with the notice provisions contained in the Financing Agreement.

SECTION 15 No Waiver; Cumulative Remedies. No failure on the part of the Lender Group or Collateral Agent on behalf thereof to exercise, and no delay in exercising, any right, remedy, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights and remedies under this Agreement are cumulative and not exclusive of any rights, remedies, powers, and privileges that may otherwise be available to the Lender Group.

SECTION 16 Costs and Expenses. Each of the Obligors, jointly and severally, agrees to pay to Collateral Agent, for the account of the Lender Group, on demand, the (a) out-of-pocket costs and expenses of the Lender Group, and reasonable fees and disbursements of counsel to the Lender Group in connection with the negotiation, preparation, execution, delivery, and administration of this Agreement, and any amendments, modifications, or waivers of the terms thereof; and (b) the costs and expenses of the Lender Group and reasonable fees and disbursements of counsel, in connection with the enforcement or attempted enforcement of, and preservation of rights or interests under, this Agreement, including any losses, costs, and expenses sustained by the Lender Group as a result of any failure by any Obligor to perform or observe its obligations contained in this Agreement.

SECTION 17 Survival. All covenants, agreements, representations and warranties made in this Agreement shall, except to the extent otherwise provided herein, survive the execution and delivery of this Agreement, and shall continue in full force and effect so long as any Senior Debt remains unpaid. Without limiting the generality of the foregoing, the obligations of each Obligor under Section 16 shall survive the satisfaction of the Senior Debt.

SECTION 18 Benefits of Agreement. This Agreement is entered into for the sole protection and benefit of the parties hereto and their successors and assigns, and no other Person shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with, this Agreement.

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SECTION 19 Binding Effect. This Agreement shall be binding upon, inure to the benefit of and be enforceable by each Obligor and the Lender Group and their respective successors and permitted assigns.

SECTION 20 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 21 SUBMISSION TO JURISDICTION. EACH OBLIGOR HEREBY (i) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTS, OR AT THE SOLE OPTION OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY AND (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

SECTION 22 Entire Agreement; Amendments and Waivers.

(a) Entire Agreement. This Agreement constitutes the entire agreement of each of the Obligors and the Lender Group with respect to the matters set forth herein and supersedes any prior agreements, commitments, drafts, communications, discussions, and understandings, oral or written, with respect thereto.

(b) Amendments and Waivers. No amendment to any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed by each of the Obligors and Collateral Agent; and no waiver of any provision of this Agreement, or consent to any departure by any Obligor therefrom, shall in any event be effective unless the same shall be in writing and signed by Collateral Agent. Any such amendment, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 23 Conflicts. In case of any conflict or inconsistency between any terms of this Agreement, on the one hand, and any documents or instruments in respect of the Subordinated Debt, on the other hand, then the terms of this Agreement shall control.

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SECTION 24 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under all applicable laws and regulations. If, however, any provision of this Agreement shall be prohibited by or invalid under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without affecting the remaining provisions of this Agreement or the validity or effectiveness of such provision in any other jurisdiction.

SECTION 25 Interpretation. This Agreement is the result of negotiations between, and have been reviewed by the respective counsel to, the Obligors and the several members of the Lender Group and is the product of all parties hereto. Accordingly, this Agreement shall not be construed against the Lender Group merely because of their involvement in the preparation hereof.

SECTION 26 Counterparts; Telefacsimile Execution. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of this Agreement by telefacsimile shall be equally effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.

SECTION 27 Termination of Agreement. Upon payment in full of the Senior Debt, and the full and final termination of any commitment to extend any financial accommodations in connection with the Senior Debt, this Agreement shall terminate and Collateral Agent on behalf of the Lender Group shall promptly execute and deliver to each Obligor such documents and instruments as shall be necessary to evidence such termination; provided, however, that the obligations of each Obligor under Section 16 shall survive such termination.

[Signature pages follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

DICE INC.,

a Delaware corporation

By:

Name:

Title:

DICE CAREER SOLUTIONS INC.,

a Delaware corporation

By:

Name:

Title:

MEASURE UP, INC.,

a Georgia corporation

By:

Name:

Title:

DICE HOLDINGS, INC.,

a Delaware corporation

By:

Name:

Title:

DICE INDIA HOLDINGS, INC.,

a Delaware corporation

By:

Name:

Title:

EW KNOWLEDGE PRODUCTS, INC.,

a Florida corporation

By:

Name:

Title:

ABLECO FINANCE LLC,

a Delaware limited liability company,

as Collateral Agent

By:

Name:

Title:

EXHIBIT L-1

FORM OF LIBOR NOTICE

Ableco Finance LLC,

as Administrative Agent

under the below-referenced Financing Agreement

299 Park Avenue

Floors 21 – 23

New York, NY 10171

Ladies and Gentlemen:

Reference hereby is made to that certain Amended and Restated Financing Agreement dated as of dated as of March     , 2007 (the “Financing Agreement”), among Dice Holdings, Inc., a Delaware corporation (the “Parent”), Dice Inc., a Delaware corporation (“Dice”), Dice Career Solutions, Inc., a Delaware corporation (“Dice Career”) (each of Dice and Dice Career are individually and collectively, jointly and severally, referred to as the “Borrower”), each Subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent and any additional entities that become guarantors pursuant to the requirements of Section 7.01(b) thereof or otherwise, each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), the lenders that are, from time to time, parties thereto (each a “Lender”, and collectively, the “Lenders”), Ableco Finance LLC, a Delaware limited liability company (“Ableco”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and Ableco, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”; together with the Collateral Agent, each an “Agent” and collectively, the “Agents”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Financing Agreement.

This LIBOR Notice represents Borrower’s request to elect the LIBOR Option with respect to the outstanding [Revolving Loans] [Term Loan] in the amount of $                     [, and is a written confirmation of the telephonic notice of such election given to Administrative Agent].

Such LIBOR Rate Loan will have an Interest Period of [1, 2, 3, or 6] month(s) commencing on                      .

Ableco Finance LLC, as Administrative Agent

Page 2

This LIBOR Notice further confirms Borrower’s acceptance, for purposes of determining the rate of interest based on the LIBOR Rate under the Financing Agreement, of the LIBOR Rate as determined pursuant to the Financing Agreement.

Borrower represents and warrants that no Default or Event of Default has occurred and is continuing on the date hereof, nor will any Default or Event of Default occur immediately after giving effect to the request above.

Dated:

DICE INC.,

a Delaware corporation

By

Name:

Title:

DICE CAREER SOLUTIONS INC.,

a Delaware corporation

By

Name:

Title:

Acknowledged by:

ABLECO FINANCE LLC,

a Delaware limited liability company,

as Administrative Agent

By:

Name:

Title:

EXHIBIT S-1

FORM OF AMENDED AND RESTATED SECURITY AGREEMENT

This AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) is made this      day of                  20    , among the Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, “Grantors” and each individually, “Grantor”), and ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”), in its capacity as collateral agent for the below-defined Lender Group and the Hedging Providers (together with its successors and assigns, “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Amended and Restated Financing Agreement of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, including all schedules thereto, the “Financing Agreement”) among Dice Holdings, Inc., a Delaware corporation (“Parent”), Dice Inc., a Delaware corporation (“Dice”), Dice Career Solutions, Inc., a Delaware corporation (“Dice Career”) (each of Dice and Dice Career are individually and collectively, jointly and severally, referred to as the “Borrower”), each Subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent and any additional entities that become guarantors pursuant to the requirements of Section 7.01(b) thereof or otherwise, each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), the lenders that are, from time to time, parties thereto (each a “Lender” and collectively, the “Lenders”), Collateral Agent, and Ableco, as administrative agent for the Lender Group and the Hedging Providers (in such capacity, together with its successors and assigns, if any, in such capacity, “Administrative Agent”; and together with Collateral Agent, each an “Agent” and collectively, “Agents”), the Lender Group is willing to make certain financial accommodations available to Borrower from time to time pursuant to the terms and conditions thereof, and

WHEREAS, Collateral Agent has agreed to act as collateral agent for the benefit of the Lender Group and the Hedging Providers in connection with the transactions contemplated by this Agreement, and

WHEREAS, in order to induce the Lender Group to enter into the Financing Agreement and the other Loan Documents and to induce the Lender Group to make financial accommodations to Borrower as provided for in the Financing Agreement and the other Loan Documents, Grantors have agreed to grant a continuing security interest in and to the Collateral (as defined below) in order to secure the prompt and complete payment, observance and performance of, (a) the obligations of each Grantor arising from this Agreement, the Financing Agreement, and the other Loan Documents, (b) all Hedging Obligations, and (c) all Obligations of Borrower (including, in each case, without limitation, any interest, fees or expenses that accrue after the filing of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any Insolvency Proceeding), plus reasonable attorneys fees and expenses if the obligations represented thereunder are collected by law, through an attorney-at-law, or under advice therefrom (the obligations described above in clauses (a), (b), and (c) being hereinafter referred to as the “Secured Obligations”), by the granting of the security interests contemplated by this Agreement, and

NOW, THEREFORE, for and in consideration of the recitals made above and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms. All capitalized terms used herein (including, without limitation, in the preamble and recitals hereof) without definition shall have the meanings ascribed thereto in the Financing Agreement. In addition to those terms defined elsewhere in this Agreement, as used in this Agreement, the following terms shall have the following meanings:

(a) “Account” means an account (as that term is defined in the Code).

(b) “Collateral” has the meaning set forth in Section 2 hereof.

(c) “Control Agreement” means a control agreement, in form and substance customary for such agreements and reasonably satisfactory to Administrative Agent, executed and delivered by Grantors or one of their Subsidiaries, Administrative Agent, and the applicable securities intermediary (with respect to a Securities Account) or bank (with respect to a Deposit Account).

(d) “Copyrights” means copyrights and copyright registrations, including, without limitation, the copyright registrations and recordings thereof and all applications in connection therewith listed on Schedule 1 attached hereto and made a part hereof, and (i) all extensions or renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue for past, present and future infringements and dilutions thereof, and (iv) all of each Grantor’s rights corresponding thereto throughout the world.

(e) “Copyright Security Agreement” means each Copyright Security Agreement among Grantors, or any of them, and Collateral Agent, for the benefit of the Lender Group and the Hedging Providers, in substantially the form of Exhibit A attached hereto, pursuant to which Grantors have granted to Collateral Agent, for the benefit of the Lender Group and the Hedging Providers, a security interest in all their respective Copyrights.

(f) “Deposit Account” means a “deposit account” (as that term is defined in the Code).

(g) “Equipment” means “equipment” (as that term is defined in the Code) and includes machinery, machine tools, motors, furniture, furnishings, fixtures, vehicles (including motor vehicles), computer hardware, tools, parts, and goods (other than consumer goods, farm products, or Inventory), wherever located, including all attachments, accessories, accessions, replacements, substitutions, additions, and improvements to any of the foregoing.

(h) “Equity Interests” means all shares, units, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company, or equivalent entity or other Person, whether voting or nonvoting, including general partner partnership interests, limited partner partnership interests, limited liability company membership interests, common stock, preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act); in each case whether constituting “general intangibles” or “investment property” or otherwise under (and as defined in) the Code.

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(i) “General Intangibles” has the meaning set forth in Section 2(f) hereof.

(j) “Hedging Obligations” has the meaning specified therefor in the Financing Agreement.

(k) “Hedging Providers” has the meaning specified therefor in the Financing Agreement.

(l) “Intellectual Property” means any and all Intellectual Property Licenses, Patents, Copyrights, Trademarks, the goodwill associated with such Trademarks, trade secrets and customer lists.

(m) “Intellectual Property Licenses” means any license of patent, trademark, copyright or other intellectual property, including software license agreements with any other party, whether the applicable Grantor is a licensee or licensor under any such license agreement, including, without limitation, the license agreements listed on Schedule 2 attached hereto and made a part hereof.

(n) “Inventory” means inventory (as that term is defined in the Code).

(o) “Investment Related Property” means (i) investment property (as that term is defined in the Code), and (ii) all of the following regardless of whether classified as investment property under the Code: all Pledged Interests, Pledged Operating Agreements, and Pledged Partnership Agreements.

(p) “Lender Group” means, individually and collectively, each of the Lenders and each of the Agents.

(q) “Negotiable Collateral” has the meaning set forth in Section 2(i).

(r) “Patents” means patents and patent applications, including, without limitation, the patents and patent applications listed on Schedule 3 attached hereto and made a part hereof, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue for past, present and future infringements and dilutions thereof, and (iv) all of each Grantor’s rights corresponding thereto throughout the world.

(s) “Patent Security Agreement” means each Patent Security Agreement among Grantors, or any of them, and Collateral Agent, for the benefit of the Lender Group and the Hedging Providers, in substantially the form of Exhibit B attached hereto, pursuant to which Grantors have granted to Collateral Agent, for the benefit of the Lender Group and the Hedging Providers, a security interest in all their respective Patents.

(t) “Pledged Companies” means, each Person listed on Schedule 4 hereto as a “Pledged Company”, together with each other Person, all or a portion of whose Equity Interests are acquired or otherwise owned by a Grantor after the Restatement Effective Date.

(u) “Pledged Interests” means all of each Grantor’s right, title and interest in and to all of the Equity Interests now or hereafter owned by such Grantor, regardless of class or designation, including, without limitation, in each of the Pledged Companies, and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, including, without limitation, any certificates representing the Equity Interests, the right to request after the occurrence and during the

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continuation of an Event of Default that such Equity Interests be registered in the name of Collateral Agent or any of its nominees, the right to receive any certificates representing any of the Equity Interests and the right to require that such certificates be delivered to Collateral Agent together with undated powers or assignments of investment securities with respect thereto, duly endorsed in blank by such Grantor, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and of all dividends, distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in kind, and cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing.

(v) “Pledged Interests Addendum” means a Pledged Interests Addendum substantially in the form of Exhibit C to this Agreement.

(w) “Pledged Operating Agreements” means all of each Grantor’s rights, powers, and remedies under the limited liability company operating agreements of each of the Pledged Companies that is a limited liability company.

(x) “Pledged Partnership Agreements” means all of each Grantor’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that is a partnership.

(y) “Real Property” means any estates or interests in real property now owned or hereafter acquired by any Grantor or any Subsidiary of any Grantor and the improvements thereto.

(z) “Records” means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.

(aa) “Secured Obligations” has the meaning set forth in the recitals hereof.

(bb) “Securities Account” means a securities account (as that term is defined in the Code).

(cc) “Trademarks” means trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks and service mark applications, including, without limitation, the trade names, registered trademarks, trademark applications, registered service marks and service mark applications listed on Schedule 5 attached hereto and made a part hereof, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue for past, present and future infringements and dilutions thereof, (iv) the goodwill of each Grantor’s business symbolized by the foregoing and connected therewith, and (v) all of each Grantor’s rights corresponding thereto throughout the world. Notwithstanding the foregoing, the term “Trademarks” shall not include any intent-to-use United States trademark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office; provided that the foregoing exclusion shall in no way be construed to limit, impair, or otherwise affect the Lender Group’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (i) monies due or to become due under such intent-to-use applications (and all trademark applications and registered trademarks maturing therefrom), or (ii) any proceeds from the sale, license, lease or other disposition of such intent-to-use applications (and all trademark applications and registered trademarks maturing therefrom); provided further that upon the filing and acceptance of any such intent-to-use applications, such intent-to-use applications shall be included in the definition of Trademarks.

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(dd) “Trademark Security Agreement” means each Trademark Security Agreement among Grantors, or any of them, and Collateral Agent, for the benefit of the Lender Group and the Hedging Providers, in substantially the form of Exhibit D attached hereto, pursuant to which Grantors have granted to Collateral Agent, for the benefit of the Lender Group and the Hedging Providers, a security interest in all their respective Trademarks.

(ee) “URL” means “uniform resource locator,” an internet web address.

2. Grant of Security. Each Grantor hereby unconditionally grants, assigns and pledges to Collateral Agent, for the benefit of the Lender Group and the Hedging Providers, a continuing security interest in all personal property of such Grantor whether now owned or hereafter acquired or arising and wherever located (hereinafter referred to as the “Security Interest”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located (the “Collateral”):

(a) all of such Grantor’s Accounts;

(b) all of such Grantor’s books and records (including all of its Records indicating, summarizing, or evidencing its assets (including the Collateral) or liabilities, all of its Records relating to its business operations or financial condition, and all of its goods or General Intangibles related to such information) (“Books”);

(c) all of such Grantor’s chattel paper (as that term is defined in the Code) and, in any event, including, without limitation, tangible chattel paper and electronic chattel paper (“Chattel Paper”);

(d) all of such Grantor’s interest with respect to any Deposit Account;

(e) all of such Grantor’s Equipment and fixtures;

(f) all of such Grantor’s general intangibles (as that term is defined in the Code) and, in any event, including, without limitation, payment intangibles, contract rights, rights to payment, rights arising under common law, statutes, or regulations, choses or things in action, goodwill (including the goodwill associated with any Trademark), Patents, Trademarks, Copyrights, URLs and domain names, industrial designs, other industrial or Intellectual Property or rights therein or applications therefor, whether under license or otherwise, programs, programming materials, blueprints, drawings, purchase orders, customer lists, monies due or recoverable from pension funds, route lists, rights to payment and other rights under any royalty or licensing agreements, including Intellectual Property Licenses, infringement claims, computer programs, information contained on computer disks or tapes, software, literature, reports, catalogs, pension plan refunds, pension plan refund claims, insurance premium rebates, tax refunds, and tax refund claims, uncertificated securities, and any other personal property other than Commercial Tort Claims, money, Accounts, Chattel Paper, Deposit Accounts, goods (as such term is defined in the Code), Investment Related Property, Negotiable Collateral, and oil, gas, or other minerals before extraction (“General Intangibles”);

(g) all of such Grantor’s Inventory;

(h) all of such Grantor’s Investment Related Property;

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(i) all of such Grantor’s letters of credit, letter-of-credit rights, instruments, promissory notes, drafts, and documents (as such terms may be defined in the Code) (“Negotiable Collateral”);

(j) all of such Grantor’s rights in respect of supporting obligations (as such term is defined in the Code), including letters of credit and guaranties issued in support of Accounts, Chattel Paper, documents, General Intangibles, instruments, or Investment Related Property (“Supporting Obligations”);

(k) all of such Grantor’s interest with respect to any commercial tort claims (as that term is defined in the Code), including, without limitation those commercial tort claims listed on Schedule 6 attached hereto (“Commercial Tort Claims”);

(l) all of such Grantor’s money, Cash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Collateral Agent or any other member of the Lender Group;

(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or commercial tort claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, Commercial Tort Claims, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the property of Grantors, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing Collateral (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to any Grantor or Collateral Agent from time to time with respect to any of the Investment Related Property.

Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include (i) voting Equity Interests of any Subsidiary of a Grantor that is a CFC, solely to the extent that such Equity Interests represents more than 65% of the outstanding voting Equity Interests of such Subsidiary, or (ii) any rights or interest in any contract, lease, permit, license, charter or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, charter or license agreement, or applicable law with respect thereto, the valid grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, charter or license agreement and such prohibition has not been waived or the consent of the other party to such contract, lease, permit, license, charter or license agreement has not been obtained; provided, that, the foregoing exclusions shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, or 9-408 of the Code or other applicable law, or (B) to limit, impair, or otherwise affect the Lender Group’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, license agreement, or Equity Interests.

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3. Security for Obligations. This Agreement and the Security Interest created hereby secures the payment and performance of all the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts which constitute part of the Obligations and would be owed by Grantors, or any of them, to any Agent, the Lender Group, the Hedging Providers, or any of them, but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4. Grantors Remain Liable. Anything herein to the contrary notwithstanding, (a) each of the Grantors shall remain liable under the contracts and agreements included in the Collateral, including, without limitation, the Pledged Operating Agreements and the Pledged Partnership Agreements, to perform all of the duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by Collateral Agent or any other member of the Lender Group of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under such contracts and agreements included in the Collateral, and (c) none of the members of the Lender Group shall have any obligation or liability under such contracts and agreements included in the Collateral by reason of this Agreement, nor shall any of the members of the Lender Group be obligated to perform any of the obligations or duties of any Grantors thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Until an Event of Default shall occur and be continuing, except as otherwise provided in this Agreement, the Financing Agreement, or the other Loan Documents, Grantors shall have the right to possession and enjoyment of the Collateral for the purpose of conducting the ordinary course of their respective businesses, subject to and upon the terms hereof and of the Financing Agreement and the other Loan Documents. Without limiting the generality of the foregoing, it is the intention of the parties hereto that record and beneficial ownership of the Pledged Interests, including, without limitation, all voting, consensual, and dividend rights, shall remain in the applicable Grantor except during the occurrence and continuance of an Event of Default and until Collateral Agent shall notify the applicable Grantor of Collateral Agent’s exercise of voting, consensual, and/or dividend rights with respect to the Pledged Interests pursuant to Section 15 hereof.

5. Representations and Warranties. Each Grantor hereby represents and warrants as follows:

(a) The exact legal name of each of the Grantors is set forth on the signature pages of this Agreement or a written notice provided to Collateral Agent pursuant to Section 7.02(c) of the Financing Agreement.

(b) [Intentionally Omitted].

(c) As of the Restatement Effective Date, no Grantor has any ownership interest in, or title to, any registered Copyrights, Intellectual Property Licenses, Patents, or Trademarks except as set forth on Schedules 1, 2, 3 and 5, respectively, attached hereto. This Agreement is effective to create a valid and continuing Lien in the United States on such Copyrights, Intellectual Property Licenses that are part of the Collateral, Patents and Trademarks and, upon proper filing of the Copyright Security Agreement with the United States Copyright Office and filing of the Patent Security Agreement and the Trademark Security Agreement with the United State Patent and Trademark Office, and the proper filing of appropriate financing statements in the jurisdictions listed on Schedule 8 hereto, all action necessary or desirable to protect and perfect the Security Interest in and to on each Grantor’s United States Patents, United States Trademarks, or United States Copyrights has been taken and such perfected Security Interests are enforceable as such as against any and all creditors of and purchasers from any Grantor.

(d) This Agreement creates a valid security interest in the Collateral of each of Grantors, to the extent a security interest therein can be created under the Code, securing the payment of

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the Secured Obligations. Except to the extent a security interest in the Collateral cannot be perfected by the filing of a financing statement under the Code, all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken or will have been taken upon the filing of financing statements listing each applicable Grantor, as a debtor, and Collateral Agent, as secured party, in the jurisdictions listed next to such Grantor’s name on Schedule 8 attached hereto. Upon the making of such filings, Collateral Agent shall have a first priority perfected security interest (subject to Permitted Liens) in the Collateral of each Grantor to the extent such security interest can be perfected by the filing of a financing statement.

(e) (i) Except for the Security Interest created hereby, each Grantor is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Liens, of the Pledged Interests indicated on Schedule 4 as being owned by such Grantor and, when acquired by such Grantor, any Pledged Interests acquired after the Restatement Effective Date; (ii) all of the Pledged Interests are duly authorized, validly issued, fully paid and nonassessable and the Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests of the Pledged Companies of such Grantor identified on Schedule 4 hereto as supplemented or modified by any Pledged Interests Addendum or any Supplement to this Agreement; (iii) such Grantor has the right and requisite authority to pledge, the Investment Related Property pledged by such Grantor to Collateral Agent as provided herein; (iv) all actions necessary or desirable to perfect, establish the first priority of, or otherwise protect, Collateral Agent’s Liens in the Investment Related Collateral, and the proceeds thereof, will have been duly taken, (A) upon the execution and delivery of this Agreement; (B) upon the taking of possession by Collateral Agent of any certificates constituting the Pledged Interests, to the extent such Pledged Interests are represented by certificates, together with undated powers endorsed in blank by the applicable Grantor; (C) upon the filing of financing statements in the applicable jurisdiction set forth on Schedule 8 attached hereto for such Grantor with respect to the Pledged Interests of such Grantor that are not represented by certificates, and (D) with respect to any Securities Accounts, upon the execution and delivery of Control Agreements with respect thereto; and (v) each Grantor has delivered to Collateral Agent (or, with respect to any Pledged Interests created after the Restatement Effective Date, will deliver in accordance with Sections 6(a) and 8 hereof) all certificates representing the Pledged Interests owned by such Grantor to the extent such Pledged Interests are represented by certificates, and undated powers endorsed in blank with respect to such certificates.

(f) Except as expressly set forth herein, no consent, approval, authorization, or other order or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required (i) for the grant of a Security Interest by such Grantor in and to the Collateral pursuant to this Agreement or for the execution, delivery, or performance of this Agreement by such Grantor, or (ii) for the exercise by Collateral Agent of the voting or other rights provided for in this Agreement with respect to the Investment Related Property or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with such disposition of Investment Related Property by laws affecting the offering and sale of securities generally.

6. Covenants. Each Grantor, jointly and severally, covenants and agrees with Collateral Agent and the Lender Group that from and after the date of this Agreement and until the date of termination of this Agreement in accordance with Section 22 hereof:

(a) Possession of Collateral. In the event that any Collateral, including proceeds, is evidenced by or consists of Chattel Paper with a value in excess of $50,000, Negotiable Collateral, or Investment Related Property, and if and to the extent that perfection or priority of Collateral Agent’s Security Interest is dependent on or enhanced by possession, the applicable Grantor, immediately upon the request of Collateral Agent and in accordance with Section 8 hereof, shall execute such other documents as shall be requested by Collateral Agent or, if applicable, endorse and deliver physical possession of such Negotiable Collateral, Investment Related Property, or Chattel Paper to Collateral Agent, together with such undated powers endorsed in blank as shall be requested by Collateral Agent;

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(b) Chattel Paper.

(i) Each Grantor shall take all steps reasonably necessary to grant Collateral Agent control of all electronic Chattel Paper in accordance with the Code and all “transferable records” as that term is defined in Section 16 of the Uniform Electronic Transaction Act and Section 201 of the federal Electronic Signatures in Global and National Commerce Act as in effect in any relevant jurisdiction;

(ii) If any Grantor retains possession of any Chattel Paper or instruments with a value in excess of $50,000 (which retention of possession shall be subject to the extent permitted hereby and by the Financing Agreement), promptly upon the request of Collateral Agent, such Chattel Paper and instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the Security Interest of ABLECO FINANCE LLC, a Delaware limited liability company, as Collateral Agent for the benefit of the Lender Group and the Hedging Providers”;

(c) Control Agreements.

(i) To the extent required by the Financing Agreement, each Grantor shall obtain an authenticated Control Agreement, from each bank holding a Deposit Account for such Grantor;

(ii) Except to the extent otherwise permitted by the Financing Agreement, each Grantor shall obtain authenticated Control Agreements, from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for any Grantor; provided that the Grantors may have investments in an aggregate amount not to exceed $100,000 in any Deposit Account or securities account without delivering to Agents a Control Agreement with respect thereto; provided further that the Grantors need not deliver Control Agreements with respect to Deposit Accounts used solely as payroll accounts;

(d) Letter of Credit Rights. Each Grantor that is or becomes the beneficiary of a letter of credit with a face value in excess of $50,000 shall promptly (and in any event within 5 Business Days after becoming a beneficiary), notify Collateral Agent thereof and, upon the request by Collateral Agent, enter into a tri-party agreement with Collateral Agent and the issuer and/or confirming bank with respect to letter-of-credit rights (as that term is defined in the Code) assigning such letter-of-credit rights to Collateral Agent and directing all payments thereunder to Collateral Agent’s account, which assignment shall be consented to by such issuer or confirming bank, all in form and substance reasonably satisfactory to Collateral Agent;

(e) Commercial Tort Claims. Each Grantor shall promptly (and in any event within 5 Business Days of receipt thereof), notify Collateral Agent in writing upon incurring or otherwise obtaining a Commercial Tort Claim involving a claim in excess of $50,000 after the date hereof against any third party and, upon request of Collateral Agent, promptly amend Schedule 6 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Collateral Agent to give Collateral Agent a first priority, perfected security interest in any such Commercial Tort Claim;

(f) Government Contracts. If any Account or Chattel Paper arises out of a contract or contracts with the United States of America or any department, agency, or instrumentality thereof,

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Grantors shall promptly (and in any event within 5 Business Days of the creation thereof) notify Agent thereof in writing and execute any instruments or take any steps reasonably required by Collateral Agent in order that all moneys due or to become due under such contract or contracts shall be assigned to Collateral Agent, for the benefit of the Lender Group and the Hedging Providers, and notice thereof given under the Assignment of Claims Act or other applicable law;

(g) Intellectual Property.

(i) Upon request of Collateral Agent, in order to facilitate filings with the United States Patent and Trademark Office, the United States Copyright Office, and/or the Canadian Intellectual Property Office, each Grantor shall execute and deliver to Collateral Agent one or more Copyright Security Agreements, Trademark Security Agreements, and/or Patent Security Agreements to evidence Collateral Agent’s Lien on such Grantor’s Patents, Trademarks, and/or Copyrights, and the General Intangibles of such Grantor relating thereto or represented thereby;

(ii) Each Grantor shall have the duty, to the extent necessary or economically desirable in the operation of such Grantor’s business, (A) to enforce its rights in the case of infringement, misappropriation, or dilution and to recover damages for such infringement, misappropriation, or dilution, (B) to prosecute diligently any trademark application or service mark application that is part of the material Trademarks pending as of the date hereof or hereafter until the termination of this Agreement, (C) to prosecute diligently any patent application that is part of the Patents pending as of the date hereof or hereafter until the termination of this Agreement, and (D) to take all reasonable and necessary action to preserve and maintain all of such Grantor’s Patents, material Trademarks, material Copyrights, material Intellectual Property Licenses, and its rights therein, including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. Each Grantor shall promptly file an application with the United States Copyright Office for any Copyright that has not been registered with the United States Copyright Office if such Grantor determines in its reasonable business judgment that such Copyright is beneficial to such Grantor’s business. Any expenses incurred in connection with the foregoing shall be borne by the appropriate Grantor. Each Grantor further agrees not to abandon any Patent, material Trademark, material Copyright, or material Intellectual Property License that is necessary or economically desirable in the operation of such Grantor’s business without the prior written consent of Collateral Agent;

(iii) Grantors acknowledge and agree that the Lender Group shall have no duties with respect to the Trademarks, Patents, Copyrights, or Intellectual Property Licenses. Without limiting the generality of this Section 6(g), Grantors acknowledge and agree that no member of the Lender Group shall be under any obligation to take any steps necessary to preserve rights in the Trademarks, Patents, Copyrights, or Intellectual Property Licenses against any other Person, but any member of the Lender Group may do so at its option from and after the occurrence of an Event of Default, and all expenses incurred in connection therewith (including, without limitation, reasonable fees and expenses of attorneys and other professionals) shall be for the sole account of Borrower and shall be chargeable to the Loan Account;

(iv) If any Grantor, either itself or through any agent, employee, licensee, or designee, files an application for the registration of any Patent, Trademark, or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, such Grantor shall promptly (and in any event within 2 Business Days of such filing) notify Collateral Agent in writing of such filing. Promptly upon any such filing, each Grantor shall comply with Section 6(g)(i) hereof;

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(h) Investment Related Property.

(i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the Restatement Effective Date, it shall promptly (and in any event within 2 Business Days of receipt thereof) deliver to Collateral Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;

(ii) Upon the occurrence and during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property which are received by any Grantor shall be held by the Grantors in trust for the benefit of Collateral Agent segregated from such Grantor’s other property, and such Grantor shall deliver such property forthwith to Collateral Agent in the exact form received;

(iii) Each Grantor shall promptly deliver to Agent a copy of each material written notice or other material written communication received by it in respect of any Pledged Interests;

(iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests other than as permitted by the Loan Documents;

(v) Each Grantor agrees that it will cooperate with Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interest on the Investment Related Property or any sale or transfer thereof;

(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Pledgor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction (“Article 8 of the Code”) unless each Grantor has taken all steps reasonably necessary to grant Collateral Agent control of all Pledged Interests issued under such Pledged Operation Agreement or Pledged Partnership Agreement in accordance with Article 8 of the Code;

(i) Fixtures. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to the Real Property;

(j) Transfers and Other Liens. Grantors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as permitted by the Financing Agreement, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any of Grantors, except for Permitted Liens. The inclusion of Proceeds in the Collateral shall not be deemed to constitute Collateral Agent’s consent to any sale or other disposition of any of the Collateral except as permitted in this Agreement or the other Loan Documents; and

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(k) Other Actions as to Any and All Collateral. Each Grantor shall promptly (and in any event within 2 Business Days of acquiring or obtaining such Collateral) notify Collateral Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Patents, material Trademarks, material Copyrights (and in any event including registered Copyrights), material Intellectual Property Licenses, Investment Related Property, Chattel Paper (electronic, tangible or otherwise), documents (as defined in the Code), promissory notes (as defined in the Code) with a face value in excess of $50,000, or instruments (as defined in the Code) with a face value in excess of $50,000 and, upon the request of Collateral Agent and in accordance with Section 8 hereof, promptly execute such other documents, or if applicable, deliver such Chattel Paper, other documents or certificates evidencing any Investment Related Property in accordance with Section 6 hereof and do such other acts or things deemed necessary or desirable by Collateral Agent to protect Collateral Agent’s Security Interest therein.

7. Relation to Other Security Documents. The provisions of this Agreement shall be read and construed with the other Loan Documents referred to below in the manner so indicated.

(a) Financing Agreement. In the event of any conflict between any provision in this Agreement and a provision in the Financing Agreement, such provision of the Financing Agreement shall control.

(b) Patent, Trademark, Copyright Security Agreements. The provisions of the Copyright Security Agreements, Trademark Security Agreements, and Patent Security Agreements are supplemental to the provisions of this Agreement, and nothing contained in the Copyright Security Agreements, Trademark Security Agreements, or the Patent Security Agreements shall limit any of the rights or remedies of Collateral Agent hereunder.

8. [intentionally omitted.]

9. Collateral Agent’s Right to Perform Contracts. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent (or its designee) may proceed to perform any and all of the obligations of any Grantor contained in any contract, lease, or other agreement and exercise any and all rights of any Grantor therein contained as fully as such Grantor itself could.

10. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Collateral Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Financing Agreement, to take any action and to execute any instrument which Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

(a) to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;

(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Collateral Agent;

(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;

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(d) to file any claims or take any action or institute any proceedings which Collateral Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Collateral Agent with respect to any of the Collateral;

(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;

(f) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or other industrial or intellectual property rights, in advertising for sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and

(g) Collateral Agent on behalf of the Lender Group shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Collateral Agent shall commence any such suit, the appropriate Grantor shall, at the request of Collateral Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Collateral Agent in aid of such enforcement.

To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this Section 10. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.

11. Collateral Agent May Perform. If any of Grantors fails to perform any agreement contained herein, Collateral Agent may itself perform, or cause performance of, such agreement, and the reasonable expenses of Collateral Agent incurred in connection therewith shall be payable, jointly and severally, by Grantors.

12. Collateral Agent’s Duties. The powers conferred on Collateral Agent hereunder are solely to protect Collateral Agent’s interest in the Collateral, for the benefit of the Lender Group and the Hedging Providers, and shall not impose any duty upon Collateral Agent to exercise any such powers. Except for the safe custody of any Collateral in its actual possession and the accounting for moneys actually received by it hereunder, Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which Collateral Agent accords its own property.

13. Collection of Accounts, General Intangibles and Negotiable Collateral. At any time upon the occurrence and during the continuation of an Event of Default, Collateral Agent or Collateral Agent’s designee may (a) notify Account Debtors of any Grantor that the Accounts, General Intangibles, Chattel Paper or Negotiable Collateral have been assigned to Collateral Agent, for the benefit of the Lender Group and the Hedging Providers, or that Collateral Agent has a security interest therein, and (b) collect the Accounts, General Intangibles and Negotiable Collateral directly, and any collection costs and expenses shall constitute part of such Grantor’s Secured Obligations under the Loan Documents.

14. Disposition of Pledged Interests by Collateral Agent. None of the Pledged Interests existing as of the date of this Agreement are, and none of the Pledged Interests hereafter acquired on the date of acquisition thereof will be, registered or qualified under the various federal or state securities laws of the United States and disposition thereof after an Event of Default may be restricted to one or more private (instead of public) sales in view of the lack of such registration. Each Grantor understands that in connection with such disposition, Collateral Agent may approach only a restricted number of potential

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purchasers and further understands that a sale under such circumstances may yield a lower price for the Pledged Interests than if the Pledged Interests were registered and qualified pursuant to federal and state securities laws and sold on the open market. Each Grantor, therefore, agrees that: (a) if Collateral Agent shall, pursuant to the terms of this Agreement, sell or cause the Pledged Interests or any portion thereof to be sold at a private sale, Collateral Agent shall have the right to rely upon the advice and opinion of any nationally recognized brokerage or investment firm (but shall not be obligated to seek such advice and the failure to do so shall not be considered in determining the commercial reasonableness of such action) as to the best manner in which to offer the Pledged Interest or any portion thereof for sale and as to the best price reasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that Collateral Agent has handled the disposition in a commercially reasonable manner.

15. Voting Rights.

(a) Upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent may, at its option, and with 2 Business Days prior notice to any Grantor, and in addition to all rights and remedies available to Collateral Agent under any other agreement, at law, in equity, or otherwise, exercise all voting rights, and all other ownership or consensual rights in respect of the Pledged Interests owned by such Grantor, but under no circumstances is Collateral Agent obligated by the terms of this Agreement to exercise such rights, and (ii) if Collateral Agent duly exercises its right to vote any of such Pledged Interests, each Grantor hereby appoints Collateral Agent, such Grantor’s true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner Collateral Agent deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable.

(b) For so long as any Grantor shall have the right to vote the Pledged Interests owned by it, such Grantor covenants and agrees that it will not, without the prior written consent of Collateral Agent, vote or take any consensual action with respect to such Pledged Interests which could reasonably be expected to result in a Material Adverse Effect.

16. Remedies. Upon the occurrence and during the continuance of an Event of Default:

(a) Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it, all the rights and remedies of a secured party on default under the Code or any other applicable law. Without limiting the generality of the foregoing, each Grantor expressly agrees that, in any such event, Collateral Agent without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any of Grantors or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code or any other applicable law), may take immediate possession of all or any portion of the Collateral and (i) require Grantors to, and each Grantor hereby agrees that it will at its own expense and upon request of Collateral Agent forthwith, assemble all or part of the Collateral as directed by Collateral Agent and make it available to Collateral Agent at one or more locations where such Grantor regularly maintains Inventory, and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Collateral Agent’s offices or elsewhere, for cash, on credit, and upon such other terms as Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least 10 days notice to any of Grantors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the Code. Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of

14

sale having been given. Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(b) Upon the occurrence and during the continuance of an Event of Default, Collateral Agent is hereby granted a license or other right to use, without liability for royalties or any other charge, each Grantor’s labels, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or intellectual property or any property of a similar nature, whether owned by any of Grantors or with respect to which any of Grantors have rights under license, sublicense, or other agreements, as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of Collateral Agent.

(c) Any cash held by Collateral Agent as Collateral and all cash proceeds received by Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied against the Secured Obligations in the order set forth in the Financing Agreement. In the event the proceeds of Collateral are insufficient to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency.

(d) Each Grantor hereby acknowledges that the Secured Obligations arose out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing Collateral Agent shall have the right to an immediate writ of possession without notice of a hearing. Collateral Agent shall have the right to the appointment of a receiver for the properties and assets of each of Grantors, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantors may have thereto or the right to have a bond or other security posted by Collateral Agent.

17. Remedies Cumulative. Each right, power, and remedy of Collateral Agent as provided for in this Agreement or in the other Loan Documents or now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Agreement or in the other Loan Documents or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Collateral Agent, of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later exercise by Collateral Agent of any or all such other rights, powers, or remedies.

18. Marshaling. Collateral Agent shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising. To the extent that it lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of Collateral Agent’s rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws.

15

19. Indemnity and Expenses.

(a) Each Grantor agrees to indemnify Collateral Agent and the other members of the Lender Group from and against all claims, lawsuits and liabilities (including reasonable attorneys fees) growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement) or any other Loan Document to which such Grantor is a party, except claims, losses or liabilities resulting from the gross negligence or willful misconduct of the party seeking indemnification as determined by a final non-appealable order of a court of competent jurisdiction. This provision shall survive the termination of this Agreement and the Financing Agreement and the repayment of the Secured Obligations (other than unasserted contingent indemnification Obligations and other than any Hedging Obligations that, at such time, are allowed by the applicable Hedging Provider to remain outstanding and that are not required by the provisions of this Agreement or the Financing Agreement to be repaid or cash collateralized).

(b) Except as otherwise provided in Section 7.01(f) of the Financing Agreement, Grantors, jointly and severally, shall, upon demand, pay to Collateral Agent (or Administrative Agent, may charge to the Loan Account) all the Lender Group costs and expenses which Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or, upon an Event of Default, the sale of, collection from, or other realization upon, any of the Collateral in accordance with this Agreement and the other Loan Documents, (iii) the exercise or enforcement of any of the rights of Collateral Agent hereunder or (iv) the failure by any of Grantors to perform or observe any of the provisions hereof; provided that so long as no Event of Default shall have occurred and be continuing, all out-of-pocket fees and expenses of any member of the Lender Group shall be invoiced to the Borrower with payment terms of Net 30 and shall be charged to the Loan Account only if the Borrower fails to pay any invoice in accordance with its terms.

20. Merger, Amendments; Etc. THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES. No waiver of any provision of this Agreement, and no consent to any departure by any of Grantors herefrom, shall in any event be effective unless the same shall be in writing and signed by Collateral Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment of any provision of this Agreement shall be effective unless the same shall be in writing and signed by Collateral Agent and each of Grantors to which such amendment applies.

21. Addresses for Notices. All notices and other communications provided for hereunder shall be given in the form and manner and delivered to Collateral Agent at its address specified in the Financing Agreement, and to any of the Grantors at their respective addresses specified in the Financing Agreement, as applicable, or, as to any party, at such other address as shall be designated by such party in a written notice to the other party.

22. Continuing Security Interest: Assignments under Financing Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Obligations (other than unasserted contingent indemnification obligations and other than any Hedging Obligations that, at such time, are allowed by the applicable Hedging Provider to remain outstanding and that are not required by the provisions of this Agreement or the Financing Agreement to be repaid or cash collateralized) have been paid in full in cash in accordance with the provisions of the Financing Agreement and the Commitments have expired or have been terminated, (b) be binding upon each of Grantors, and their respective successors and assigns, and (c) inure to the benefit of, and be enforceable by, Collateral Agent, and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any of the Lenders may, in accordance with and to the extent permitted by the

16

provisions of the Financing Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Financing Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such the Lender herein or otherwise. Upon payment in full in cash of the Obligations (other than unasserted contingent indemnification obligations and other than any Hedging Obligations that, at such time, are allowed by the applicable Hedging Provider to remain outstanding and that are not required by the provisions of this Agreement or the Financing Agreement to be repaid or cash collateralized) in accordance with the provisions of the Financing Agreement and the expiration or termination of the Commitment, the Security Interest granted hereby shall terminate and this Agreement all rights to the Collateral shall revert to Grantors or any other Person entitled thereto. At such time, Collateral Agent will authorize the filing of appropriate termination statements to terminate such Security Interests. Subject to Section 28, no transfer or renewal, extension, assignment, or termination of this Agreement or of the Financing Agreement, any other Loan Document, or any other instrument or document executed and delivered by any Grantor to Collateral Agent nor any additional Loans made by any the Lender to Borrower, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by Collateral Agent, nor any other act of the Lender Group or the Hedging Providers, or any of them, shall release any of Grantors from any obligation, except a release or discharge executed in writing by Collateral Agent in accordance with the provisions of the Financing Agreement. Collateral Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Collateral Agent and then only to the extent therein set forth. A waiver by Collateral Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Collateral Agent would otherwise have had on any other occasion.

23. Governing Law. THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

24. CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK OR OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HERETO HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES, AND DOCUMENTS IN ANY SUIT, ACTION, OR PROCEEDING BROUGHT IN THE UNITED STATES OF AMERICA ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS BY THE MAILING (BY REGISTERED MAIL OR CERTIFIED MAIL, POSTAGE PREPAID) OR DELIVERING OF A COPY OF SUCH PROCESS TO SUCH PARTY, IF IT IS A LOAN PARTY, C/O THE BORROWER, AT THE BORROWER’S ADDRESS FOR NOTICES AS SET FORTH IN SECTION 12.01 OF THE FINANCING AGREEMENT, AND IF IT IS THE COLLATERAL AGENT, AT THE COLLATERAL AGENT’S ADDRESS FOR NOTICES SET FORTH IN SECTION 12.01 OF THE FINANCING AGREEMENT OR AT SUCH OTHER ADDRESS AS SHALL BE DESIGNATED BY THE COLLATERAL AGENT IN A WRITTEN NOTICE TO THE OTHER PARTIES COMPLYING AS TO DELIVERY WITH THE TERMS OF SECTION 12.01 OF

17

THE FINANCING AGREEMENT. THE GRANTORS AGREE THAT A FINAL NONAPPEALABLE JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENTS AND THE LENDERS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY GRANTOR IN ANY OTHER JURISDICTION. EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY GRANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH GRANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

25. WAIVER OF JURY TRIAL, ETC. EACH GRANTOR AND COLLATERAL AGENT, ON BEHALF OF ITSELF AND EACH LENDER, HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION THEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION, PROCEEDINGS OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH GRANTOR CERTIFIES THAT NO OFFICER, REPRESENTATIVE, AGENT OR ATTORNEY OF ANY AGENT OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT COLLATERAL AGENT OR ANY LENDER WOULD NOT, IN THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE FOREGOING WAIVERS. EACH GRANTOR HEREBY ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR COLLATERAL AGENT ENTERING INTO THIS AGREEMENT ON BEHALF OF ITSELF AND THE LENDERS.

26. New Subsidiaries. Pursuant to Section 7.01(b) of the Financing Agreement and subject to the exclusions contained therein, any new direct or indirect Subsidiary (whether by acquisition or creation) of Borrower is required to enter into this Agreement by executing and delivering in favor of Collateral Agent an instrument in the form of Annex 1 attached hereto. Upon the execution and delivery of Annex 1 by such new Subsidiary, such Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of any instrument adding an additional Grantor as a party to this Agreement shall not require the consent of any Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor hereunder.

27. Collateral Agent. Each reference herein to any right granted to, benefit conferred upon or power exercisable by the “Collateral Agent” shall be a reference to Collateral Agent, for the benefit of the Lender Group and the Hedging Providers.

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28. Sale or Transfer of Collateral.

(a) Upon (i) any sale or other transfer by any Grantor of any Collateral that is expressly permitted under the Financing Agreement (and which would not result in an Event of Default) to any Person that is not a Grantor, or (ii) the effectiveness of any written consent by any Agent, the Lenders, or the Required Lenders as provided under the Financing Agreement to the release of any security interest granted hereby in any or all of the Collateral, the Collateral Agent’s Liens on such Collateral shall be released. In connection with any such release, the Collateral Agent shall execute and deliver to such Grantor at such Grantor’s sole expense all documents that such Grantor shall reasonably request to evidence such release.

(b) Upon any sale of a Subsidiary of a Grantor (other than the Borrower) that is expressly permitted under the Financing Agreement (and which would not result in an Event of Default) and pursuant to which such Subsidiary ceases to be a Subsidiary of such Grantor, such Subsidiary shall automatically be released from its obligations hereunder and the Collateral Agent’s Liens on such Subsidiary’s interest in any Collateral shall be released.

29. Miscellaneous.

(a) This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis.

(b) Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

(c) Headings used in this Agreement are for convenience only and shall not be used in connection with the interpretation of any provision hereof.

(d) The pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction of sentences shall conform thereto.

30. Effect of Amendment and Restatement. Upon the effectiveness hereof, this Agreement amends and restates in its entirety as of the Restatement Effective Date that certain Security Agreement dated as of August 31, 2005 by and between Grantors and Collateral Agent (the “Existing Security Agreement”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not constitute, a novation or an accord and satisfaction of the Secured Obligations or any other obligations owing to the Lenders or the Collateral Agent under the Existing Security Agreement or any other Loan Document. Each of the parties hereto hereby acknowledges and agrees that the grant of the security interests in the Collateral pursuant to Section 2 of this Agreement is not intended to, nor shall it be construed to, constitute a release of any prior security interests granted by any Grantor in favor of the Lenders or the Collateral Agent in or to any Collateral or any other property of such Grantor, but is intended to constitute a reinstatement and reconfirmation of the prior security interests granted by the Grantors in favor of the Lenders and the Collateral Agent in and to the Collateral.

19

IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreement by and through their duly authorized officers, as of the day and year first above written.

GRANTORS:	DICE INC., a Delaware corporation
	By:
	Name:
	Title:
	DICE CAREER SOLUTIONS INC., a Delaware corporation
	By:
	Name:
	Title:
	MEASURE UP, INC., a Georgia corporation
	By:
	Name:
	Title:
	DICE HOLDINGS, INC., a Delaware corporation
	By:
	Name:
	Title:
	DICE INDIA HOLDINGS, INC., a Delaware corporation
	By:
	Name:
	Title:
	EW KNOWLEDGE PRODUCTS, INC., a Florida corporation
	By:
	Name:
	Title:

[SIGNATURE PAGE TO AMENDED AND RESTATED SECURITY AGREEMENT]

JOBSINTHEMONEY.COM, INC.,

a Delaware corporation

By:

Name:

Title:

[SIGNATURE PAGE TO AMENDED AND RESTATED SECURITY AGREEMENT]

COLLATERAL AGENT:

ABLECO FINANCE LLC,

a Delaware limited liability company,

as Collateral Agent

By:

Name:

Title:

[SIGNATURE PAGE TO AMENDED AND RESTATED SECURITY AGREEMENT]

SCHEDULE 1

COPYRIGHTS

1

SCHEDULE 2

INTELLECTUAL PROPERTY LICENSES

1

SCHEDULE 3

PATENTS

1

SCHEDULE 4

PLEDGED COMPANIES

Name of Pledgor Name of Pledged Company Number of
Shares/Units Class of
Interests Percentage
of Class
Owned Certificate
Nos.

1

SCHEDULE 5

TRADEMARKS

1

SCHEDULE 6

COMMERCIAL TORT CLAIMS

[include specific case caption or descriptions per Official Code Comment 5 to Section 9-108 of the Code]

1

SCHEDULE 7

[INTENTIONALLY OMITTED]

1

SCHEDULE 8

LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS

Grantor Jurisdictions

1

ANNEX 1 TO AMENDED AND RESTATED SECURITY AGREEMENT

FORM OF SUPPLEMENT

Supplement No.          (this “Supplement”) dated as of                     , 20    , to the Amended and Restated Security Agreement dated as of March     , 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) by each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”), in its capacity as collateral agent for the Lender Group and the Hedging Providers (together with its successors and assigns, “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Amended and Restated Financing Agreement dated as of March     , 2007 (as amended, restated, supplemented or otherwise modified from time to time, including all schedules thereto, the “Financing Agreement”) among Dice Holdings, Inc., a Delaware corporation (“Parent”), Dice Inc., a Delaware corporation (“Dice”), Dice Career Solutions, Inc., a Delaware corporation (“Dice Career”) (each of Dice and Dice Career are individually and collectively, jointly and severally, referred to as the “Borrower”), each Subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent and any additional entities that become guarantors pursuant to the requirements of Section 7.01(b) thereof or otherwise, each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), the lenders that are, from time to time, parties thereto (each a “Lender” and collectively, the “Lenders”), Collateral Agent, and Ableco, as administrative agent for the Lender Group and the Hedging Providers (in such capacity, together with its successors and assigns, if any, in such capacity, “Administrative Agent”; and together with Collateral Agent, each an “Agent” and collectively, “Agents”), the Lender Group is willing to make certain financial accommodations available to Borrower from time to time pursuant to the terms and conditions thereof; and

WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement and/or the Financing Agreement; and

WHEREAS, Grantors have entered into the Security Agreement in order to induce the Lender Group to make certain financial accommodations to Borrower; and

WHEREAS, pursuant to Section 7.01(b) of the Financing Agreement and subject to the exclusions set forth therein, new direct or indirect Subsidiaries of Borrower, must execute and deliver certain Loan Documents, including the Security Agreement, and the execution of the Security Agreement by the undersigned new Grantor or Grantors (collectively, the “New Grantors”) may be accomplished by the execution of this Supplement in favor of Collateral Agent, for the benefit of the Lender Group and the Hedging Providers;

NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each New Grantor hereby agrees as follows:

1. In accordance with Section 26 of the Security Agreement, each New Grantor, by its signature below, becomes a “Grantor” under the Security Agreement with the same force and effect as if originally named therein as a “Grantor” and as if it had originally signed the Security Agreement, and each New Grantor hereby (a) agrees to all of the terms and provisions of the Security Agreement applicable to it as a “Grantor” thereunder and (b) represents and warrants that the representations and warranties made by it as a “Grantor” thereunder are true and correct on and as of the date hereof (except to the extent that any such representation or warranty relates specifically to an earlier date, in which case such case such representation and warranty shall be true as of such earlier date). In

furtherance of the foregoing, each New Grantor, as security for the payment and performance in full of the Secured Obligations, does hereby grant, assign, and pledge to Collateral Agent, for the benefit of the Lender Group and the Hedging Providers, a security interest in and security title to all assets of such New Grantor including, without limitation, all property of the type described in Section 2 of the Security Agreement to secure the full and prompt payment of the Secured Obligations. Schedule 1, “Copyrights”, Schedule 2, “Intellectual Property Licenses”, Schedule 3, “Patents”, Schedule 4, “Pledged Companies”, Schedule 5, “Trademarks”, Schedule 6, “Commercial Tort Claims”, and Schedule 8, “List of Uniform Commercial Code Filing Jurisdictions” attached hereto supplement Schedule 1, Schedule 2, Schedule 3, Schedule 4, Schedule 5, Schedule 6, and Schedule 8 respectively, to the Security Agreement and shall be deemed a part thereof for all purposes of the Security Agreement. Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor. The Security Agreement is incorporated herein by reference.

2. Each New Grantor represents and warrants to Collateral Agent, the Lender Group, and the Hedging Providers that this Supplement has been duly executed and delivered by such New Grantor and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

3. This Supplement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. Delivery of a counterpart hereof by facsimile transmission or by e-mail transmission shall be as effective as delivery of a manually executed counterpart hereof.

4. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

5. This Supplement shall be construed in accordance with and governed by the laws of the State of New York, without regard to the conflict of laws principles thereof.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each New Grantor and Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

NEW GRANTORS:	[Name of New Grantor]
	By:
	Name:
	Title:
	[Name of New Grantor]
	By:
	Name:
	Title:
COLLATERAL AGENT:
	ABLECO FINANCE LLC, a Delaware limited liability company, as Collateral Agent
	By:
	Name:
	Title:

SUPPLEMENT TO SECURITY AGREEMENT

3

EXHIBIT A

COPYRIGHT SECURITY AGREEMENT

This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made as of this      day of             , 200  , among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”), in its capacity as collateral agent for the Lender Group and the Hedging Providers (together with its successors and assigns, “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Amended and Restated Financing Agreement dated as of March __, 2007 (as amended, restated, supplemented or otherwise modified from time to time, including all schedules thereto, the “Financing Agreement”) among Dice Holdings, Inc., a Delaware corporation (“Parent”), Dice Inc., a Delaware corporation (“Dice”), Dice Career Solutions, Inc., a Delaware corporation (“Dice Career”) (each of Dice and Dice Career are individually and collectively, jointly and severally, referred to as the “Borrower”), each Subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent and any additional entities that become guarantors pursuant to the requirements of Section 7.01(b) thereof or otherwise, each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), the lenders that are, from time to time, parties thereto (each a “Lender” and collectively, the “Lenders”), Collateral Agent, and Ableco, as administrative agent for the Lender Group and the Hedging Providers (in such capacity, together with its successors and assigns, if any, in such capacity, “Administrative Agent”; and together with Collateral Agent, each an “Agent” and collectively, “Agents”), the Lender Group is willing to make certain financial accommodations available to Borrower from time to time pursuant to the terms and conditions thereof; and

WHEREAS, the members of the Lender Group are willing to make the financial accommodations to Borrower as provided for in the Financing Agreement, but only upon the condition, among others, that Grantors shall have executed and delivered to Collateral Agent, for the benefit of the Lender Group and the Hedging Providers, that certain Amended and Restated Security Agreement of even date herewith (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”);

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Collateral Agent, for the benefit of the Lender Group and the Hedging Providers, this Copyright Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantors hereby agree as follows:

1. DEFINED TERMS. All capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement and/or the Financing Agreement.

2. GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL. Each Grantor hereby grants to Collateral Agent, for the benefit of the Lender Group and the Hedging Providers, a continuing first priority security interest in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Copyright Collateral”):

(a) all of such Grantor’s Copyrights and Copyright Intellectual Property Licenses to which it is a party including those referred to on Schedule I hereto;

(b) all extensions or renewals of the foregoing; and

(c) all products and proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future infringement of any Copyright or any Copyright licensed under any Intellectual Property License.

3. SECURITY FOR OBLIGATIONS. This Copyright Security Agreement and the Security Interest created hereby secures the payment and performance of all the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Copyright Security Agreement secures the payment of all amounts which constitute part of the Obligations and would be owed by Grantors, or any of them, to any Agent, the Lender Group, the Hedging Providers, or any of them, but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4. SECURITY AGREEMENT. The security interests granted pursuant to this Copyright Security Agreement are granted in conjunction with the security interests granted to Collateral Agent, for the benefit of the Lender Group and the Hedging Providers, pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of Collateral Agent with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. The security interest granted pursuant to this Copyright Security Agreement is and shall be deemed to be one and the same as the Security Interest granted pursuant to the Security Agreement.

5. AUTHORIZATION TO SUPPLEMENT. Grantors shall give Collateral Agent notice of additional United States copyright registrations or applications therefor after the date hereof as provided in the Security Agreement. Without limiting Grantors’ obligations under this Section 5, Grantors hereby authorize Collateral Agent unilaterally to modify this Agreement by amending Schedule I to include any future United States registered Copyrights or applications therefor of Grantors. Notwithstanding the foregoing, no failure to so modify this Copyright Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Collateral Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6. COUNTERPARTS. This Copyright Security Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. In proving this Copyright Security Agreement or any other Loan Document in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Any signatures delivered by a party by facsimile transmission or by e-mail transmission shall be deemed an original signature hereto.

7. Governing Law. THE VALIDITY OF THIS COPYRIGHT SECURITY AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[SIGNATURE PAGE FOLLOWS]

2

IN WITNESS WHEREOF, each Grantor has caused this Copyright Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

GRANTORS:	,
	a
	By:
	Name:
	Title:
	,
	a
	By:
	Name:
	Title:
COLLATERAL AGENT:
	ABLECO FINANCE LLC, a Delaware limited liability company, as Collateral Agent
	By:
	Name:
	Title:

COPYRIGHT SECURITY AGREEMENT

3

SCHEDULE I

TO

COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS

Grantor Country Copyright Registration No. Registration Date

Copyright Licenses

COPYRIGHT SECURITY AGREEMENT

EXHIBIT B

PATENT SECURITY AGREEMENT

This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this      day of             , 200  , among the Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”), in its capacity as collateral agent for the Lender Group and the Hedging Providers (together with its successors and assigns, “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Amended and Restated Financing Agreement dated as of March __, 2007 (as amended, restated, supplemented or otherwise modified from time to time, including all schedules thereto, the “Financing Agreement”) among Dice Holdings, Inc., a Delaware corporation (“Parent”), Dice Inc., a Delaware corporation (“Dice”) and Dice Career Solutions, Inc., a Delaware corporation (“Dice Career”) (each of Dice and Dice Career are individually and collectively, jointly and severally, referred to as the “Borrower”), each Subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent and any additional entities that become guarantors pursuant to the requirements of Section 7.01(b) thereof or otherwise, each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), the lenders that are, from time to time, parties thereto (each a “Lender” and collectively, the “Lenders”), Collateral Agent, and Ableco, as administrative agent for the Lender Group and the Hedging Providers (in such capacity, together with its successors and assigns, if any, in such capacity, “Administrative Agent”; and together with Collateral Agent, each an “Agent” and collectively, “Agents”), the Lender Group is willing to make certain financial accommodations available to Borrower from time to time pursuant to the terms and conditions thereof; and

WHEREAS, the members of Lender Group are willing to make the financial accommodations to Borrower as provided for in the Financing Agreement, but only upon the condition, among others, that the Grantors shall have executed and delivered to Collateral Agent, for the benefit of the Lender Group and the Hedging Providers, that certain Amended and Restated Security Agreement of even date herewith (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”);

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Collateral Agent, for the benefit of the Lender Group and the Hedging Providers, this Patent Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:

1. DEFINED TERMS. All capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement and/or the Financing Agreement.

2. GRANT OF SECURITY INTEREST IN PATENT COLLATERAL. Each Grantor hereby grants to Collateral Agent, for the benefit of the Lender Group and the Hedging Providers, a continuing first priority security interest in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Patent Collateral”):

(a) all of its Patents and Patent Intellectual Property Licenses to which it is a party including those referred to on Schedule I hereto;

(b) all reissues, continuations or extensions of the foregoing; and

(c) all products and proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future infringement of any Patent or any Patent licensed under any Intellectual Property License.

3. SECURITY FOR OBLIGATIONS. This Patent Security Agreement and the Security Interest created hereby secures the payment and performance of all the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Patent Security Agreement secures the payment of all amounts which constitute part of the Obligations and would be owed by Grantors, or any of them, to any Agent, the Lender Group, the Hedging Providers, or any of them, but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4. SECURITY AGREEMENT. The security interests granted pursuant to this Patent Security Agreement are granted in conjunction with the security interests granted to Collateral Agent, for the benefit of the Lender Group and the Hedging Providers, pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of Collateral Agent with respect to the security interest in the Patent Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. The security interest granted pursuant to this Patent Security Agreement is and shall be deemed to be one and the same as the Security Interest granted pursuant to the Security Agreement.

5. AUTHORIZATION TO SUPPLEMENT. If any Grantor shall become entitled to the benefit of any patent application or patent for any reissue, division, or continuation, of any patent, the provisions of this Patent Security Agreement shall automatically apply thereto. Grantors shall give notice to Collateral Agent with respect to any such new patent rights as provided in the Security Agreement. Without limiting Grantors’ obligations under this Section 5, Grantors hereby authorize Collateral Agent unilaterally to modify this Agreement by amending Schedule I to include any such new Patent rights of Grantors. Notwithstanding the foregoing, no failure to so modify this Patent Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Collateral Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6. COUNTERPARTS. This Patent Security Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. In proving this Patent Security Agreement or any other Loan Document in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Any signatures delivered by a party by facsimile transmission or by e-mail transmission shall be deemed an original signature hereto.

7. Governing Law. THE VALIDITY OF THIS PATENT SECURITY AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

2

[SIGNATURE PAGE FOLLOWS]

3

IN WITNESS WHEREOF, each Grantor has caused this Patent Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

GRANTORS:	,
	a
	By:
	Name:
	Title:
	,
	a
	By:
	Name:
	Title:
COLLATERAL AGENT:
	ABLECO FINANCE LLC, a Delaware limited liability company, as Collateral Agent
	By:
	Name:
	Title:

PATENT SECURITY AGREEMENT

4

EXHIBIT C

PLEDGED INTERESTS ADDENDUM

This Pledged Interests Addendum, dated as of                     , 200  , is delivered pursuant to Section 6 of the Security Agreement referred to below. The undersigned hereby agrees that this Pledged Interests Addendum may be attached to that certain Amended and Restated Security Agreement, dated as of March     , 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), made by the undersigned, together with the other Grantors named therein, to ABLECO FINANCE LLC, a Delaware limited liability company, as Collateral Agent. Initially capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Security Agreement and/or the Financing Agreement. The undersigned hereby agrees that the additional interests listed on this Pledged Interests Addendum as set forth below shall be and become part of the Pledged Interests pledged by the undersigned to the Collateral Agent in the Security Agreement and any pledged company set forth on this Pledged Interests Addendum as set forth below shall be and become a “Pledged Company” under the Security Agreement, each with the same force and effect as if originally named therein.

The undersigned hereby certifies that the representations and warranties set forth in Sections 5(d), 5(e), and 5(f) of the Security Agreement of the undersigned are true and correct as to the Pledged Interests listed herein on and as of the date hereof (except to the extent that any such representation or warranty relates specifically to an earlier date, in which case such case such representation and warranty shall be true as of such earlier date).

[                                             ]

By:

Name:

Title

PLEDGED INTERESTS ADDENDUM

Name of Pledgor Name of Pledged Company Number of
Shares/Units Class of
Interests Percentage
of Class
Owned Certificate
Nos.

PLEDGED INTERESTS ADDENDUM

EXHIBIT D

TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this      day of             , 200  , among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”), in its capacity as collateral agent for the Lender Group and the Hedging Providers (together with its successors and assigns, “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Amended and Restated Financing Agreement dated as of March     , 2007 (as amended, restated, supplemented or otherwise modified from time to time, including all schedules thereto, the “Financing Agreement”) among Dice Holdings, Inc., a Delaware corporation (“Parent”), Dice Inc., a Delaware corporation (“Dice”) and Dice Career Solutions, Inc., a Delaware corporation (“Dice Career”) (each of Dice and Dice Career are individually and collectively, jointly and severally, referred to as the “Borrower”), each Subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent and any additional entities that become guarantors pursuant to the requirements of Section 7.01(b) thereof or otherwise, each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), the lenders that are, from time to time, parties thereto (each a “Lender” and collectively, the “Lenders”), Collateral Agent, and Ableco, as administrative agent for the Lender Group and the Hedging Providers (in such capacity, together with its successors and assigns, if any, in such capacity, “Administrative Agent”; and together with Collateral Agent, each an “Agent” and collectively, “Agents”), the Lender Group is willing to make certain financial accommodations available to Borrower from time to time pursuant to the terms and conditions thereof; and

WHEREAS, the members of the Lender Group are willing to make the financial accommodations to Borrower as provided for in the Financing Agreement, but only upon the condition, among others, that Grantors shall have executed and delivered to Collateral Agent, for the benefit of Lender Group and the Hedging Providers, that certain Amended and Restated Security Agreement dated of even date herewith (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”);

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Collateral Agent, for the benefit of Lender Group and the Hedging Providers, this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:

1. DEFINED TERMS. All capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement and/or the Financing Agreement.

2. GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL. Each Grantor hereby grants to Collateral Agent, for the benefit of the Lender Group and the Hedging Providers, a continuing first priority security interest in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Trademark Collateral”):

(a) all of its Trademarks and Trademark Intellectual Property Licenses to which it is a party including those referred to on Schedule I hereto;

TRADEMARK SECURITY AGREEMENT

(b) all extensions renewals of the foregoing;

(c) all goodwill of the business connected with the use of, and symbolized by, each Trademark and each Trademark Intellectual Property License; and

(d) all products and proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark or any Trademark licensed under any Intellectual Property License or (ii) injury to the goodwill associated with any Trademark or any Trademark licensed under any Intellectual Property License.

3. SECURITY FOR OBLIGATIONS. This Trademark Security Agreement and the Security Interest created hereby secures the payment and performance of all the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Trademark Security Agreement secures the payment of all amounts which constitute part of the Obligations and would be owed by Grantors, or any of them, to any Agent, the Lender Group, the Hedging Providers, or any of them, but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4. SECURITY AGREEMENT. The security interests granted pursuant to this Trademark Security Agreement are granted in conjunction with the security interests granted to Collateral Agent, for the benefit of the Lender Group and the Hedging Providers, pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of Collateral Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. The security interest granted pursuant to this Trademark Security Agreement is and shall be deemed to be one and the same as the Security Interest granted pursuant to the Security Agreement.

5. AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any new trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto. Grantors shall give notice to Collateral Agent with respect to any such new trademarks or renewal or extension of any trademark registration as provided in the Security Agreement. Without limiting Grantors’ obligations under this Section 5, Grantors hereby authorize Collateral Agent unilaterally to modify this Agreement by amending Schedule I to include any such new Trademark rights of Grantors. Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Collateral Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6. COUNTERPARTS. This Trademark Security Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. In proving this Trademark Security Agreement or any other Loan Document in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Any signatures delivered by a party by facsimile transmission or by e-mail transmission shall be deemed an original signature hereto.

7. Governing Law. THE VALIDITY OF THIS TRADEMARK SECURITY AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF,

2

AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, each Grantor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

GRANTORS:	,
	a
	By:
	Name:
	Title:
	,
	a
	By:
	Name:
	Title:
COLLATERAL AGENT:
	ABLECO FINANCE LLC, a Delaware limited liability company, as Collateral Agent
	By:
	Name:
	Title:

3

SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT

Trademark Registrations/Applications

Grantor Country Mark Application/ Registration No. App/Reg Date

Trade Names

Common Law Trademarks

Trademarks Not Currently In Use

Trademark Licenses

TRADEMARK SECURITY AGREEMENT

EXHIBIT 2.02

[FORM OF NOTICE OF BORROWING]

Ableco Finance LLC,

as Administrative Agent

299 Park Avenue

Floors 21—23

New York, NY 10171

RE: Notice of Borrowing under the Amended and Restated Financing Agreement, dated as of March __, 2007 (the “Financing Agreement”), among Dice Holdings, Inc., a Delaware corporation (the “Parent”), Dice Inc., a Delaware corporation (“Dice”), Dice Career Solutions, Inc., a Delaware corporation (“Dice Career”) (each of Dice and Dice Career are individually and collectively, jointly and severally, referred to as the “Borrower”), each Subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent and any additional entities that become guarantors pursuant to the requirements of Section 7.01(b) thereof or otherwise, each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), the lenders from time to time party thereto (each a “Lender”, and collectively, the “Lenders”), Ableco Finance LLC, a Delaware limited liability company (“Ableco”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and Ableco, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”; together with the Collateral Agent, each an “Agent” and collectively, the “Agents”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Financing Agreement.

Ladies and Gentlemen:

Reference hereby is made to the Financing Agreement. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Financing Agreement.

Pursuant to Section 2.02(a) of the Financing Agreement, the Borrower hereby gives you irrevocable notice that the Borrower hereby requests a Loan under the Financing Agreement, and sets forth below the information relating to such proposed Loan (the “Proposed Borrowing”) as required by Section 2.02(a) of the Financing Agreement.

a. The Business Day of the Proposed Borrowing is                     .

b. The amount of the Proposed Borrowing is $                    , [all of which is a Revolving Loan]; [of which, $                     is a Revolving Loan and $                     is the Term Loan].¹

c. The Proposed Borrowing shall be a [Reference Rate Loan][LIBOR Rate Loan] with an Interest period of [1][2][3][6] month(s).

d. The Proposed Borrowing is to be made pursuant to the instructions set forth on Exhibit A attached hereto.

The Borrower hereby further certifies that (i) as of the date hereof, (ii) as of the date for the Proposed Borrowing, and (iii) after giving effect to the Proposed Borrowing:

a. No Default or Event of Default has occurred and is continuing;

b. The representations and warranties set forth in Article VI of the Financing Agreement remain true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties to they extent that they are already modified by materiality qualifiers in the text thereof) on and as of the date hereof except to the extent that either: (i) such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date), or (ii) an event or condition has occurred that would render such representations or warranties untrue but that is expressly permitted by the terms of the Financing Agreement; and

c. All conditions set forth in Section 5.02 of the Financing Agreement have been satisfied or waived by Administrative Agent.

[signature page follows]

¹ For the Term Loan, this must be the Restatement Effective Date.

Very truly yours,

DICE INC.,

a Delaware corporation

By:

Name:

Title:

DICE CAREER SOLUTIONS INC.,

a Delaware corporation

By:

Name:

Title:

EXHIBIT A

WIRING INSTRUCTIONS

Payee	Wiring Instructions
	Bank:
	[City/State]
	ABA #
	Account #
	Ref:

EX-10.14

Exhibit 10.14

DICE HOLDINGS, INC. 2005 OMNIBUS STOCK PLAN

(Amended and Restated Effective as of November 7, 2005)

1. Purpose

The purpose of the Plan is to provide a means through which the Company and its Affiliates may attract able persons to enter and remain in the employ of the Company and its Affiliates and to provide a means whereby employees, directors and consultants of the Company and its Affiliates can acquire and maintain Common Stock ownership, or be paid incentive compensation measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company and its Affiliates and promoting an identity of interest between shareholders and these persons.

So that the appropriate incentive can be provided, the Plan provides for granting Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Performance Share Units and Stock Bonus Awards, or any combination of the foregoing.

2. Definitions

The following definitions shall be applicable throughout the Plan.

(a) “Affiliate” means (i) with respect to any specified entity, any other entity that directly or indirectly is controlled by, or is under common control with such specified entity and (ii) solely with respect to the Company, any entity in which the Company has a significant equity interest, in either case as determined by the Committee.

(b) “Award” means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Performance Share Unit Award or Stock Bonus Award.

(c) “Award Period” means a period of time within which performance is measured for the purpose of determining whether an Award of Performance Share Units has been earned.

(d) “Board” means the Board of Directors of the Company.

(e) “Cause” means, unless in the case of a particular Award the applicable Award agreement states otherwise, the Company or an Affiliate having

“cause” to terminate a Participant’s employment or service, as defined in any existing employment, consulting or any other agreement between the Participant and the Company or an Affiliate, or, in the absence of such an employment, consulting or other agreement with respect to any Participant, such Participant’s (i) commission of an act of fraud, embezzlement, misappropriation or breach of fiduciary duty against the Company or any Affiliate or a felony involving the business, assets, customers or clients of the Company or any Affiliate or conviction by a court of competent jurisdiction or entry of a guilty plea or a plea of nolo contendere to any other felony; (ii) commission a material breach of any written confidentiality, non-compete, non-solicitation or business opportunity covenant contained in any agreement entered into by such Participant and the Company or any Affiliate; or (iii) substantial failure to perform such Participant’s duties to the Company or any Affiliate, including by committing a material breach of any written covenant contained in any agreement entered into by such Participant and the Company or any Affiliate (other than a confidentiality, non-compete, non-solicitation or business opportunity covenant) after written notice and an opportunity to cure (not to exceed 30 days).

(f) “Change in Control” shall, unless in the case of a particular Award the applicable Award agreement states otherwise or contains a different definition of “Change in Control,” mean the occurrence of any one of the following events: (i) the acquisition by any “Person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than Quadrangle Capital Partners II LP, General Atlantic Partners 79,L.P. or their respective Affiliates (each, individually an “Investor” and collectively, the “Investors”) of more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the Company; or (ii) any merger, consolidation, reorganization, recapitalization, tender or exchange offer or any other transaction with or affecting the Company as a result of which a Person other than an Investor owns after such transaction more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in the election of the directors of the Company, or (iii) the sale, lease, exchange, transfer or other disposition to any Person, other than an Investor, of all or substantially all, of the assets of the Company and its consolidated subsidiaries, or (iv) the Company adopts any plan of liquidation providing for the distribution of all of substantially all of its assets, or (v) 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.

(g) “Code” means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations under such section.

(h) “Committee” means a committee of at least two people as the Board may appoint to administer the Plan or, if no such committee has been appointed by the Board, the Board. On and after the time that the Company becomes

2

subject to the Exchange Act, unless the Board is acting as the Committee or the Board specifically determines otherwise, each member of the Committee shall, at the time he or she takes any action with respect to an Award under the Plan, be an Eligible Director; provided that the mere fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee which Award is otherwise validly granted under the Plan.

(i) “Common Stock” means the common stock, par value $0.01 per share, of the Company, and any stock into which such common stock may be converted or into which it may be exchanged.

(j) “Company” means Dice Holdings, Inc.

(k) “Date of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization or, if there is no such date, the date indicated on the applicable Award agreement.

(l) “Disability” means, unless in the case of a particular Award the applicable Award agreement states otherwise, the Company or an Affiliate having cause to terminate a Participant’s employment or service on account of “disability,” as defined in any existing employment, consulting or any similar agreement between the Participant and the Company or an Affiliate, or, in the absence of such an employment, consulting or other agreement, a condition entitling the Participant to receive benefits under a long-term disability plan of the Company or an Affiliate or, in the absence of such a plan, the complete and permanent inability by reason of illness or accident to perform the duties of the occupation at which a Participant was employed or served when such disability commenced or, as determined by the Committee based upon medical evidence acceptable to it.

(m) “Effective Date” means August 31, 2005.

(n) “Eligible Director” means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, or a person meeting any similar requirement under any successor rule or regulation and (ii) an “outside director” within the meaning of Section 162(m) of the Code, and the Treasury Regulations promulgated thereunder; provided, however, that clause (ii) shall apply only on and after the 162(m) Effective Date and only with respect to grants of Awards with respect to which the Company’s tax deduction could be limited by Section 162(m) of the Code if such clause did not apply.

(o) “Eligible Person” means any (i) individual regularly employed by the Company or an Affiliate who satisfies all of the requirements of Section 6; provided, however, that no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director of the Company or an Affiliate or (iii) consultant or advisor to the Company or an Affiliate who may be offered securities pursuant to Form S-8 (which, as

3

of the Effective Date, includes those who (A) are natural persons and (B) provide bona fide services to the Company other than in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the Company’s securities).

(p) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(q) “Fair Market Value” on a given date means (i) if the Stock is listed on a national securities exchange, the average of the highest and lowest sale prices reported as having occurred on the primary exchange with which the Stock is listed and traded on the date prior to such date, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported; (ii) if the Stock is not listed on any national securities exchange but is quoted in the Nasdaq National Market System (the “Nasdaq”) on a last sale basis, the average between the high bid price and low ask price reported on such date, or, if there is no such sale on such prior date, then on the last preceding date on which a sale was reported; or (iii) if the Stock is not listed on a national securities exchange nor quoted in the Nasdaq on a last sale basis, the amount determined by the Committee to be the fair market value based upon a good faith attempt to value the Stock accurately.

(r) “Incentive Stock Option” means an Option granted by the Committee to a Participant under the Plan which is designated by the Committee as an incentive stock option as described in Section 422 of the Code and which otherwise meets the requirements set forth herein.

(s) “Nonqualified Stock Option” means an Option granted by the Committee to a Participant under the Plan which is not designated by the Committee as an Incentive Stock Option.

(t) “162(m) Effective Date” means the first date on which Awards granted under the Plan do not qualify for an exemption from the deduction limitations of Section 162(m) of the Code on account of an exemption, or a transition or grandfather rule.

(u) “Option” means an Award granted under Section 7.

(v) “Option Period” means the period described in Section 7(c).

(w) “Option Price” means the exercise price for an Option as described in Section 7(a).

(x) “Parent” means any parent of the Company, as defined in Section 424(e) of the Code.

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(y) “Participant” means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to Section 6.

(z) “Performance Goals” means the performance objectives of the Company or an Affiliate during an Award Period or Restricted Period established for the purpose of determining whether, and to what extent, Awards will be earned for an Award Period or a Restricted Period. To the extent an Award is intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Performance Goals shall be established with reference to one or more of the following, either on a Company-wide basis or, as relevant, in respect of one or more Affiliates, subsidiaries, divisions or operations of the Company:

(i) earnings (gross, net, pre-tax, post-tax or per share)

(ii) earnings before interest and taxes (“EBIT”)

(iii) earnings before interest, taxes, depreciation and amortization (“EBITDA”)

(iv) stock price (absolute or relative to other companies)

(v) market share

(vi) gross or net profit margin

(vii) costs or expenses

(viii) return on capital or equity

(ix) total stock holder return ; or

(x) sales

(aa) “Performance Share Unit” means a hypothetical investment equivalent to one share of Stock granted in connection with an Award made under Section 9.

(bb) “Person” shall mean an individual or a corporation, association, partnership, limited liability company, joint venture, organization, business, trust, or any other entity or organization, including a government or any subdivision or agency thereof.

(cc) “Plan” means this Dice Holdings, Inc. 2005 Omnibus Stock Plan.

(dd) “Restricted Period” means, with respect to any share of Restricted Stock or any Restricted Stock Unit, the period of time determined by the Committee during which such Award is subject to the restrictions set forth in Section 10.

(ee) “Restricted Stock” means shares of Stock issued or transferred to a Participant subject to forfeiture and the other restrictions set forth in Section 10.

(ff) “Restricted Stock Award” means an Award of Restricted Stock granted under Section 10.

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(gg) “Restricted Stock Unit” means a hypothetical investment equivalent to one share of Stock granted in connection with an Award made under Section 10.

(hh) “Securities Act” means the Securities Act of 1933, as amended.

(ii) “Shareholders’ Agreement” means the Shareholders’ Agreement, dated as of August 31, 2005 among the Company, the Investors and the other parties thereto, as in effect from time to time.

(jj) “Stock” means the Common Stock or such other authorized shares of stock of the Company as the Committee may from time to time authorize for use under the Plan.

(kk) “Stock Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.

(ll) “Stock Bonus” means an Award granted under Section 11 of the Plan.

(mm) “Stock Option Agreement” means the agreement between the Company and a Participant who has been granted an Option pursuant to Section 7 which defines the rights and obligations of the parties thereto.

(nn) “Strike Price” means, in respect of an SAR, (i) in the case of an SAR granted in tandem with an Option, the Option Price of the related Option, or (ii) in the case of an SAR granted independent of an Option, the Fair Market Value on the Date of Grant.

(oo) “Subsidiary” means any subsidiary of the Company as defined in Section 424(f) of the Code.

(pp) “Vested Unit” shall have the meaning ascribed thereto in Section 10(d).

3. Effective Date, Duration and Shareholder Approval

The Plan is effective as of the Effective Date. The validity and exercisabilty of any and all Awards granted pursuant to the Plan on and after the 162(m) Effective Date is contingent upon approval of the Plan by the shareholders of the Company in a manner intended to comply with the shareholder approval requirements of Section 162(m) of the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the shareholders of the Company in a manner intended to comply with the shareholder approval requirements of Section 422(b)(i) of the Code; provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained.

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The expiration date of the Plan, on and after which no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided, however, that the administration of the Plan shall continue in effect until all matters relating to Awards previously granted have been settled.

4. Administration

(a) The Committee shall administer the Plan. The majority of the members of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee shall be deemed the acts of the Committee.

(b) Subject to the provisions of the Plan and applicable law, the Committee shall have the power, and in addition to other express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of shares of Stock to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, shares of Stock, other securities, other Awards, or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Stock, other securities, other Awards, other property, and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret, administer reconcile any inconsistency, correct any defect and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (ix) make any other determination and take any other action specified under the Plan or that the Committee deems necessary or desirable for the administration of the Plan.

(c) Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all parties, including, without limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any shareholder.

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(d) No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award hereunder.

5. Grant of Awards; Shares Subject to the Plan

The Committee may, from time to time, grant Awards of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Share Units and/or Stock Bonuses to one or more Eligible Persons; provided, however, that:

(a) Subject to Section 13, the aggregate number of shares of Stock in respect of which Awards may be granted under the Plan is 15,273 shares;

(b) Shares of Stock shall be deemed to have been used in settlement of Awards whether they are actually delivered or the Fair Market Value equivalent of such shares is paid in cash. In accordance with (and without limitation upon) the preceding sentence, if and to the extent an Award under the Plan expires, terminates or is canceled for any reason whatsoever without the Participant having received any benefit therefrom, the shares covered by such Award shall again become available for future Awards under the Plan. For purposes of the foregoing sentence, a Participant shall not be deemed to have received any “benefit” (i) in the case of forfeited Restricted Stock Awards by reason of having enjoyed voting rights and dividend rights prior to the date of forfeiture or (ii) in the case of an Award canceled pursuant to Section 5(f) by reason of a new Award being granted in substitution therefor;

(c) Stock delivered by the Company in settlement of Awards may be authorized and unissued Stock, Stock held in the treasury of the Company, Stock purchased on the open market or by private purchase, or a combination of the foregoing;

(d) Subject to Section 13, no person may be granted Options or SARs under the Plan during any calendar year with respect to more than 15,000 shares of Stock; and

(e) Subject to Section 13 and on and after the 162(m) Effective Date, with respect to awards of Performance Share Units, Restricted Stock or Restricted Stock Units intended to qualify as “performance-based compensation” under Section 162(m) of the Code, no person may be granted Performance Share Units, Restricted Stock or Restricted Stock Units under the Plan during any calendar year with respect to more than 15,0000 shares of Stock; provided that such number shall be adjusted pursuant to Section 13, and shares otherwise counted against such number, only in a manner which will not cause such Performance Share Units, Restricted Stock or Restricted Stock Units granted under the Plan to fail to qualify as “performance-based compensation” under Section 162(m) of the Code.

6. Eligibility

Participation shall be limited to Eligible Persons who have entered into an Award agreement or who have received written notification from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan.

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7. Options

The Committee is authorized to grant one or more Incentive Stock Options or Nonqualified Stock Options to any Eligible Person; provided, however, that no Incentive Stock Option shall be granted to any Eligible Person who is not an employee of the Company or a Parent or Subsidiary. Each Option so granted shall be subject to the following conditions, or to such other conditions as may be reflected in the applicable Stock Option Agreement.

(a) Option Price. The Option Price per share of Stock for each Option shall be set by the Committee at the time of grant but shall not be less than the Fair Market Value of a share of Stock at the Date of Grant.

(b) Manner of Exercise and Form of Payment. No shares of Stock shall be delivered pursuant to any exercise of an Option until payment in full of the Option Price therefor is received by the Company. Options which have become exercisable may be exercised by delivery of written notice of exercise to the Committee accompanied by payment of the Option Price. The Option Price shall be payable in cash and/or shares of Stock valued at the Fair Market Value at the time the Option is exercised (including by means of attestation of ownership of a sufficient number of shares of Stock in lieu of actual delivery of such shares to the Company); provided, that such shares of Stock are not subject to any pledge or other security interest, and have such other characteristics as may be determined in the sole discretion of the Committee. In addition, the Option Price may be payable by such other method as the Committee may allow including, if not in violation of Section 409A of the Code, by way of a “net exercise” pursuant to which a Participant, without tendering the Option Price, is paid shares of Stock representing the excess of (i) the Fair Market Value on the date of exercise of the shares of Stock as to which the Option is being exercised over (ii) the aggregate Option Price.

(c) Vesting, Option Period and Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “Option Period”); provided, however, that notwithstanding any vesting dates set by the Committee, the Committee may in its sole discretion accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions of any such Option other than with respect to exercisability. If an Option is exercisable in installments, such installments or portions thereof which become exercisable shall remain exercisable until the Option expires.

(d) Stock Option Agreement - Other Terms and Conditions. Each Option granted under the Plan shall be evidenced by a Stock Option Agreement. Except as specifically provided otherwise in such Stock Option Agreement, each Option granted under the Plan shall be subject to the following terms and conditions:

(i) Each Option or portion thereof that is exercisable shall be exercisable for the full amount or for any part thereof.

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(ii) Each share of Stock purchased through the exercise of an Option shall be paid for in full at the time of the exercise. Each Option shall cease to be exercisable, as to any share of Stock, when the Participant purchases the share or exercises a related SAR or when the Option expires.

(iii) Subject to Section 12(k), Options shall not be transferable by the Participant except by will or the laws of descent and distribution and shall be exercisable during the Participant’s lifetime only by him.

(iv) Each Option shall vest and become exercisable by the Participant in accordance with the vesting schedule established by the Committee and set forth in the Stock Option Agreement.

(v) At the time of any exercise of an Option, the Committee may, in its sole discretion, require a Participant to deliver to the Committee a written representation that the shares of Stock to be acquired upon such exercise are to be acquired for investment and not for resale or with a view to the distribution thereof and any other representation deemed necessary by the Committee to ensure compliance with all applicable federal and state securities laws. Upon such a request by the Committee, delivery of such representation[s] prior to the delivery of any shares issued upon exercise of an Option shall be a condition precedent to the right of the Participant or such other person to purchase any shares. In the event certificates for Stock are delivered under the Plan with respect to which such representation[s] has been obtained, the Committee may cause a legend or legends to be placed on such certificates to make appropriate reference to such representation and to restrict transfer in the absence of compliance with applicable federal or state securities laws.

(vi) Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date he or she makes a “disqualifying disposition” of any Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including any sale) of such Stock before the later of (A) two years after the Date of Grant of the Incentive Stock Option or (B) one year after the date the Participant acquired the Stock by exercising the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by it, retain possession of any Stock acquired pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such Stock.

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(e) Incentive Stock Option Grants to 10% Shareholders. Notwithstanding anything to the contrary in this Section 7, if an Incentive Stock Option is granted to a Participant who owns stock representing more than ten percent of the voting power of all classes of stock of the Company or of a Parent or Subsidiary, the Option Period shall not exceed five years from the Date of Grant of such Option and the Option Price shall be at least 110 percent of the Fair Market Value (on the Date of Grant) of the Stock subject to the Option.

(f) $100,000 Per Year Limitation for Incentive Stock Options. To the extent the aggregate Fair Market Value (determined as of the Date of Grant) of Stock for which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company) exceeds $100,000, such excess Incentive Stock Options shall be treated as Nonqualified Stock Options.

(g) Voluntary Surrender. The Committee may permit the voluntary surrender of all or any portion of any Nonqualified Stock Option and its corresponding SAR, if any, granted under the Plan to be conditioned upon the granting to the Participant of a new option for the same or a different number of shares as the Option surrendered or require such voluntary surrender as a condition precedent to a grant of a new Option to such Participant. Such new Option shall be exercisable at an Option Price, during an Option Period, and in accordance with any other terms or conditions specified by the Committee at the time the new Option is granted, all determined in accordance with the provisions of the Plan without regard to the Option Price, Option Period, or any other terms and conditions of the Nonqualified Stock Option surrendered.

8. Stock Appreciation Rights

Any Option granted under the Plan may include SARs, either at the Date of Grant or, except in the case of an Incentive Stock Option, by subsequent amendment. The Committee also may award SARs to Eligible Persons independent of any Option. An SAR shall be subject to such terms and conditions not inconsistent with the Plan as the Committee shall impose, including, but not limited to, the following:

(a) Vesting, Transferability and Expiration. SARs granted in connection with an Option shall become exercisable, be transferable and shall expire according to the same vesting schedule, transferability rules and expiration provisions as the corresponding Option. An SAR granted independent of an Option shall become exercisable, be transferable and shall expire in accordance with a vesting schedule, transferability rules and expiration provisions as established by the Committee and reflected in an Award agreement.

(b) Automatic exercise. If on the last day of the Option Period (or in the case of an SAR independent of an option, the period established by the Committee after which the SAR shall expire), the Fair Market Value exceeds the Strike Price, the Participant has not exercised the SAR or the corresponding Option, and neither the SAR nor the corresponding Option has expired, such SAR shall be deemed to have been exercised by the Participant on such last day and the Company shall make the appropriate payment therefor.

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(c) Payment. Upon the exercise of an SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR multiplied by the excess, if any, of the Fair Market Value of one share of Stock on the exercise date over the Strike Price. The Company shall pay such excess in cash, in shares of Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Fractional shares shall be settled in cash.

(d) Method of Exercise. A Participant may exercise an SAR at such time or times as may be determined by the Committee at the time of grant by filing an irrevocable written notice with the Committee or its designee, specifying the number of SARs to be exercised, and the date on which such SARs were awarded.

(e) Expiration. Except as otherwise provided in the case of SARs granted in connection with Options, an SAR shall expire on a date designated by the Committee which is not later than ten years after the Date of Grant of the SAR.

9. Performance Shares

(a) Award Grants. The Committee is authorized to establish Performance Share programs to be effective over designated Award Periods determined by the Committee. At the beginning of each Award Period, the Committee will establish in writing Performance Goals for such Award Period and a schedule relating the accomplishment of the Performance Goals to the Awards to be earned by Participants. The Committee shall determine the number of Performance Share Units to be awarded, if any, to each Participant who is selected to receive such an Award. The Committee may add new Participants to a Performance Share program after its commencement by making pro-rata grants.

(b) Determination of Award. At the completion of a Performance Share Award Period, or at other times as specified by the Committee, the Committee shall calculate the number of shares of Stock earned with respect to each Participant’s Performance Share Unit Award by multiplying the number of Performance Share Units granted to the Participant by a performance factor representing the degree of attainment of the Performance Goals.

(c) Partial Awards. A Participant for less than a full Award Period, whether by reason of commencement or termination of employment or otherwise, shall receive such portion of an Award, if any, for that Award Period as the Committee shall determine.

(d) Payment of Performance Share Unit Awards. Performance Share Unit Awards shall be payable in that number of shares of Stock determined in accordance with Section 9(b); provided, however, that, at its discretion, the Committee may make payment to any Participant in the form of cash upon the specific request of such Participant. The amount of any payment made in cash shall be based

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upon the Fair Market Value of the Stock on the day prior to payment. Payments of Performance Share Unit Awards shall be made as soon as practicable after the completion of an Award Period.

(e) Adjustment of Performance Goals. The Committee may, during the Award Period, make such adjustments to Performance Goals as it may deem appropriate, to compensate for, or reflect, (i) extraordinary or non-recurring events experienced during an Award Period by the Company or by any other corporation whose performance is relevant to the determination of whether Performance Goals have been attained; (ii) any significant changes that may have occurred during such Award Period in applicable accounting rules or principles or changes in the Company’s method of accounting or in that of any other corporation whose performance is relevant to the determination of whether an Award has been earned or (iii) any significant changes that may have occurred during such Award Period in tax laws or other laws or regulations that alter or affect the computation of the measures of Performance Goals used for the calculation of Awards.

(f) Applicability of Section 162(m). With respect to Awards of Performance Shares made on and after the 162(m) Effective Date and intended to qualify as “performance-based compensation” under Section 162(m) of the Code, this Section 9 (including the substance of the Performance Goals, the timing of establishment of the Performance Goals, the adjustment of the Performance Goals and determination of the Award) shall be implemented by the Committee in a manner designed to preserve such Awards as such “performance-based compensation.”

10. Restricted Stock Awards and Restricted Stock Units

(a) Award of Restricted Stock and Restricted Stock Units.

(i) The Committee shall have the authority (A) to grant Restricted Stock and Restricted Stock Units to Eligible Persons, (B) to issue or transfer Restricted Stock to Participants, and (C) to establish terms, conditions and restrictions applicable to such Restricted Stock and Restricted Stock Units, including the Restricted Period, which may differ with respect to each grantee, the time or times at which Restricted Stock or Restricted Stock Units shall be granted or become vested and the number of shares or units to be covered by each grant.

(ii) Each Participant granted Restricted Stock shall execute and deliver to the Company an Award agreement with respect to the Restricted Stock setting forth the restrictions and other terms and conditions applicable to such Restricted Stock. If the Committee determines that the Restricted Stock shall be held in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (A) an escrow agreement satisfactory to the Committee and (B) the appropriate blank stock powers with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted

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Stock and, if applicable, an escrow agreement and stock powers, the Award shall be null and void. Subject to the restrictions set forth in Section 10(b), the Participant generally shall have the rights and privileges of a stockholder as to such Restricted Stock, including the right to vote such Restricted Stock. At the discretion of the Committee, cash dividends and stock dividends with respect to the Restricted Stock may be either currently paid to the Participant (if not violative of Section 409A of the Code) or withheld by the Company for the Participant’s account, and interest may be credited on the amount of cash dividends withheld at a rate and subject to such terms as determined by the Committee. The cash dividends or stock dividends so withheld by the Committee and attributable to any particular share of Restricted Stock (and earnings thereon, if applicable) shall be distributed to the Participant upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such cash dividends, stock dividends or earnings.

(iii) Upon the grant of Restricted Stock, the Committee shall cause a stock certificate registered in the name of the Participant to be issued and, if it so determines, deposited together with the stock powers with an escrow agent designated by the Committee. If an escrow arrangement is used, the Committee may cause the escrow agent to issue to the Participant a receipt evidencing any stock certificate held by it registered in the name of the Participant.

(iv) The terms and conditions of a grant of Restricted Stock Units shall be reflected in a written Award agreement. No shares of Stock shall be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside a fund for the payment of any such Award. At the discretion of the Committee, each Restricted Stock Unit (representing one share of Stock) may be credited with cash and stock dividends paid by the Company in respect of one share of Stock (“Dividend Equivalents”). At the discretion of the Committee, Dividend Equivalents may be either currently paid to the Participant (if not violative of Section 409A of the Code) or withheld by the Company for the Participant’s account, and interest may be credited on the amount of cash Dividend Equivalents withheld at a rate and subject to such terms as determined by the Committee. Dividend Equivalents credited to a Participant’s account and attributable to any particular Restricted Stock Unit (and earnings thereon, if applicable) shall be distributed to the Participant upon settlement of such Restricted Stock Unit and, if such Restricted Stock Unit is forfeited, the Participant shall have no right to such Dividends Equivalents.

(b) Restrictions.

(i) Restricted Stock awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted Period, and to such other terms and conditions as may be set forth in the applicable Award agreement: (A) if an escrow arrangement is used, the Participant shall not be entitled to delivery of the stock certificate; (B) the shares shall be subject to the

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restrictions on transferability set forth in the Award agreement; (C) the shares shall be subject to forfeiture to the extent provided in Section 10(d) and the applicable Award agreement and, to the extent such shares are forfeited, the stock certificates shall be returned to the Company, and all rights of the Participant to such shares and as a shareholder shall terminate without further obligation on the part of the Company.

(ii) Restricted Stock Units awarded to any Participant shall be subject to (A) forfeiture until the expiration of the Restricted Period, and satisfaction of any applicable Performance Goals during such period, to the extent provided in the applicable Award agreement, and to the extent such Restricted Stock Units are forfeited, all rights of the Participant to such Restricted Stock Units shall terminate without further obligation on the part of the Company and (B) such other terms and conditions as may be set forth in the applicable Award agreement.

(iii) The Committee shall have the authority to remove any or all of the restrictions on the Restricted Stock and Restricted Stock Units whenever it may determine that, by reason of changes in applicable laws or other changes in circumstances arising after the date of the Restricted Stock or Restricted Stock Units are granted, such action is appropriate.

(c) Restricted Period. The Restricted Period of Restricted Stock and Restricted Stock Units shall commence on the Date of Grant and shall expire from time to time as to that part of the Restricted Stock and Restricted Stock Units indicated in a schedule established by the Committee in the applicable Award agreement.

(d) Delivery of Restricted Stock and Settlement of Restricted Stock Units. Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in Section 10(b) and the applicable Award agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge, the stock certificate evidencing the shares of Restricted Stock which have not then been forfeited and with respect to which the Restricted Period has expired (to the nearest full share) and any cash dividends or stock dividends credited to the Participant’s account with respect to such Restricted Stock and the interest thereon, if any.

Upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one share of Stock for each such outstanding Restricted Stock Unit (“Vested Unit”) and cash equal to any Dividend Equivalents credited with respect to each such Vested Unit in accordance with Section 10(a)(iv) hereof and the interest thereon, if any; provided, however, that, if explicitly provided in the applicable Award agreement, the Committee may, in its sole discretion, elect to (i) pay cash or part cash and part Stock in lieu of delivering only shares of Stock for Vested Units or (ii) delay the delivery of Stock (or cash or part Stock and part cash, as the case may be)

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beyond the expiration of the Restricted Period. If a cash payment is made in lieu of delivering shares of Stock, the amount of such payment shall be equal to the Fair Market Value of the Stock as of the date on which the Restricted Period lapsed with respect to such Vested Unit.

(e) Stock Restrictions. Each certificate representing Restricted Stock awarded under the Plan shall bear a legend substantially in the form of the following until the lapse of all restrictions with respect to such Stock as well as any other information the Company deems appropriate:

Transfer of this certificate and the shares represented hereby is restricted pursuant to the terms of the Dice Holdings, Inc. 2005 Stock Award Plan and a Restricted Stock Award Agreement, dated as of August 31, between Dice Holdings, Inc. and                                              . A copy of such Agreement is on file at the offices of Dice Holdings, Inc.

Stop transfer orders shall be entered with the Company’s transfer agent and registrar against the transfer of legended securities.

(f) Applicability of Section 162(m). With respect to Awards of Restricted Stock or Restricted Stock Units made on and after the 162(m) Effective Date and intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee shall establish and administer Performance Goals in the manner described in Section 9 as an additional condition to the vesting and payment of such Awards.

11. Stock Bonus Awards

The Committee may issue unrestricted Stock, or other Awards denominated in Stock, under the Plan to Eligible Persons, alone or in tandem with other Awards, in such amounts and subject to such terms and conditions as the Committee shall from time to time in its sole discretion determine. Stock Bonus Awards under the Plan shall be granted as, or in payment of, a bonus, or to provide incentives or recognize special achievements or contributions. With respect to Stock Bonus Awards made on and after the 162(m) Effective Date and intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee shall establish and administer Performance Goals in the manner described in Section 9 as an additional condition to the vesting and payment of such Stock Bonus Awards.

12. General

(a) Additional Provisions of an Award. Awards to a Participant under the Plan also may be subject to such other provisions (whether or not applicable to Awards granted to any other Participant) as the Committee determines appropriate including, without limitation, (i) provisions for the forfeiture of or restrictions on resale or other disposition of shares of Stock acquired under any Award, (ii) provisions giving the Company the right to repurchase shares of Stock acquired under

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any Award in the event the Participant elects to dispose of such shares, (iii) provisions allowing the Participant to elect to defer the receipt of payment in respect of Awards for a specified period or until a specified event, provided such provisions comply with Section 409A of the Code, (iv) provisions requiring the Participant to become a party to the Stockholders’ Agreement as a condition of the Award and (v) provisions to comply with Federal and state securities laws and Federal and state tax withholding requirements. Any such provisions shall be reflected in the applicable Award agreement.

(b) Privileges of Stock Ownership. Except as otherwise specifically provided in the Plan, no person shall be entitled to the privileges of ownership in respect of shares of Stock which are subject to Awards hereunder until such shares have been issued to that person.

(c) Government and Other Regulations. The obligation of the Company to settle Awards in Stock shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Stock to be offered or sold under the Plan. If the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemption.

(d) Tax Withholding.

(i) A Participant may be required to pay to the Company or any Affiliate and the Company or any Affiliate shall have the right and is hereby authorized to withhold from any shares of Stock or other property deliverable under any Award or from any compensation or other amounts owing to a Participant the amount (in cash, Stock or other property) of any required income tax withholding and payroll taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding and taxes.

(ii) Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability (but no more than the minimum required withholding liability) by (A) delivery of shares of Stock owned by the Participant (provided, that such shares of Stock are not subject to any pledge or other security

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interest, and have such other characteristics as may be determined in the sole discretion of the Committee) with a Fair Market Value equal to such withholding liability, or (B) having the Company withhold from the number of shares of Stock otherwise issuable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability.

(e) Claim to Awards and Employment Rights. No employee of the Company, Subsidiary or Affiliate, or other person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or an Affiliate.

(f) Designation and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as the beneficiary who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his death. A Participant may, from time to time, revoke or change his beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate.

(g) Payments to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.

(h) No Liability of Committee Members. No member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or on his behalf in his capacity as a member of the Committee nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or willful bad faith; provided, however, that approval of the Board shall be required for the payment of any amount in settlement of a claim against

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any such person. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles or Certificate of Incorporation or By-Laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

(i) Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of New York without regard to the principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of New York.

(j) Funding. No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees under general law.

(k) Nontransferability.

(i) Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company, Subsidiary or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

(ii) Notwithstanding the foregoing, the Committee may, in its sole discretion, permit Awards other than Incentive Stock Options to be transferred by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award agreement to preserve the purposes of the Plan, to:

(A) any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 (collectively, the “Immediate Family Members”);

(B) a trust solely for the benefit of the Participant and his or her Immediate Family Members;

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(C) a partnership or limited liability company whose only partners or shareholders are the Participant and his or her Immediate Family Members; or

(D) any other transferee as may be approved either (a) by the Board or the Committee in its sole discretion, or (b) as provided in the applicable Award agreement;

(each transferee described in clauses (A), (B), (C) and (D) above is hereinafter referred to as a “Permitted Transferee”); provided that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan and any applicable Award agreement.

(iii) The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference in the Plan, or in any applicable Award agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that (1) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (2) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate form covering the shares of Stock to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Award agreement, that such a registration statement is necessary or appropriate, (3) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise, and (4) the consequences of the termination of the Participant’s employment by, or services to, the Company or an Affiliate under the terms of the Plan and the applicable Award agreement shall continue to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award agreement.

(l) Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with the Plan by any person or persons other than himself.

(m) Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company or any Subsidiary except as otherwise specifically provided in such other plan.

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(n) Expenses. The expenses of administering the Plan shall be borne by the Company and Affiliates.

(o) Pronouns. Masculine pronouns and other words of masculine gender shall refer to both men and women.

(p) Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.

(q) Termination of Employment. Unless an applicable Award agreement provides otherwise, for purposes of the Plan, a person who transfers from employment or service with the Company to employment or service with a Subsidiary or an Affiliate or vice versa shall not be deemed to have terminated employment or service with the Company, Subsidiary or Affiliate.

(r) Severability. If any provision of the Plan or any Award agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

13. Changes in Capital Structure

Awards granted under the Plan and any agreements evidencing such Awards, the maximum number of shares of Stock subject to all Awards stated in Section 5(a) and the maximum number of shares of Stock with respect to which any one person may be granted Awards during any period stated in Section 5(d) shall be adjusted or substituted, in such manner as determined by the Committee in its sole discretion, as to the number, price or kind of share of Stock or other consideration subject to such Awards or as otherwise determined by the Committee to be equitable, to preserve the economic value of such Awards (i.e., such that such value shall be neither increased nor decreased on account of such transaction or event) (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, separations, combinations, exchanges, spin-offs, liquidations, other substantial distributions of the assets of the Company, or other relevant corporate transactions or changes in capitalization occurring after the Date of Grant of any such Award or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. Any adjustment in Incentive Stock Options under this Section 13 shall be made only to the

21

extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any adjustments under this Section 13 shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Awards granted on and after the 162(m) Effective Date which are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing the Company to be denied a tax deduction on account of Section 162(m) of the Code. The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.

Notwithstanding the above, in the event of any of the following:

A. The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;

B. All or substantially all of the assets of the Company are acquired by another person;

C. The reorganization or liquidation of the Company; or

D. The Company shall enter into a written agreement to undergo an event described in clauses A, B or C above,

then the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Awards and cause to be paid to the holders thereof, in cash or stock, or any combination thereof, the value of such Awards (whether or not vested or exercisable) based upon the price per share of Stock received or to be received by other shareholders of the Company in the event. The terms of this Section 13 may be varied by the Committee in any particular Award agreement.

14. Effect of Change in Control

(a) The Committee may, either at the time of grant of an Award in the applicable Award agreement or at any time thereafter, provide that in the event of a Change in Control:

(i) All Options and SARs shall become immediately exercisable with respect to 100 percent of the shares subject to such Option or SAR, and the Restricted Period shall expire immediately with respect to 100 percent of such Restricted Stock Units or shares of Restricted Stock (including a waiver of any applicable Performance Goals) and, to the extent practicable, such acceleration of exercisabilty and expiration of the Restricted Period (as applicable) shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control transaction with respect to the Stock subject to their Awards.

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(ii) All incomplete Award Periods in effect on the date the Change in Control occurs shall end on the date of such change, and the Committee shall (A) determine the extent to which Performance Goals with respect to each such Award Period have been met based upon such audited or unaudited financial information then available as it deems relevant, (B) cause to be paid to each Participant partial or full Awards with respect to Performance Goals for each such Award Period based upon the Committee’s determination of the degree of attainment of Performance Goals, and (C) cause all previously deferred Awards to be settled in full as soon as possible.

(b) In addition, in the event of a Change in Control, the Committee may in its discretion and upon at least 10 days’ advance notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Awards (whether or not vested or exercisable) based upon the price per share of Stock received or to be received by other shareholders of the Company in the event.

(c) The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company. The Company agrees that it will make appropriate provisions for the preservation of Participants’ rights under the Plan in any agreement or plan which it may enter into or adopt to effect any such merger, consolidation, reorganization or transfer of assets.

(d) Any actions taken by the Committee under this Section 14 need not be uniform with respect to Participants.

15. Awards Subject to Shareholders’ Agreement.

Awards granted under the Plan, and shares of Stock acquired upon the exercise or settlement of Awards, shall be subject to the Shareholders’ Agreement. The terms and provisions of the Shareholders’ Agreement as it may be amended from time to time is hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and any term or provision of the Shareholders’ Agreement, the applicable terms and provisions of the Shareholders’ Agreement will govern and prevail.

16. Nonexclusivity of the Plan

Neither the adoption of this Plan by the Board nor the submission of this Plan to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases.

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17. Amendments and Termination

(a) Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that no such amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including as necessary to prevent Awards granted under the Plan on and after the 162(m) Effective Date from failing to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code); and provided further that any such amendment, alteration, suspension, discontinuance or termination that would impair the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.

(b) Amendment of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award agreement, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would impair the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.

*         *         *

Initially adopted by the Board of

Directors of Dice Holdings, Inc. by

written consent dated as of August 31, 2005,

with this Amended and

Restated version adopted by written

consent dated as of November 7, 2005.

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EX-10.15

Exhibit 10.15

Dice Holdings, Inc.

2005 OMNIBUS STOCK PLAN

NONQUALIFIED STOCK OPTION AGREEMENT

THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), dated as of                          (the “Date of Grant”), is made by and between Dice Holdings, Inc., a Delaware corporation (the “Company”), and                          (the “Participant”).

R E C I T A L S:

WHEREAS, the Company has adopted the Dice Holdings, Inc. 2005 Omnibus Stock Plan (the “Plan”), pursuant to which options may be granted to purchase shares of the Company’s Common Stock; and

WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Committee”) has determined that it is in the best interests of the Company and its stockholders to grant to the Participant a nonqualified stock option to purchase the number of shares of the Company’s Common Stock provided for herein.

NOW, THEREFORE, for and in consideration of the premises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:

1. Grant of Option.

The Company hereby grants on the Date of Grant to the Participant an option (the “Option”) to purchase              shares of Common Stock (such shares of Common Stock, the “Option Shares”), on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan. The Option is not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

2. Option Subject to Plan; Requirement to Enter into Shareholders’ Agreement.

(a) By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan and the Shareholders’ Agreement, agrees to be bound by all the terms and provisions of the Plan and the Shareholders’ Agreement, and, immediately prior to the exercise of the Option (or any portion thereof), shall execute and return to the Company the Joinder Agreement attached hereto as Exhibit B.

(b) The Plan is hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon Participant and his legal representative in respect of any questions arising under the Plan or this Agreement. In the event of a conflict between any term or provision contained herein and any terms or provisions of the Plan, the applicable terms and provisions of this Agreement will govern and prevail.

3. Terms and Conditions.

(a) Option Price. The price at which the Participant shall be entitled to purchase the Option Shares upon the exercise of all or any portion of the Option shall be $             per Option Share.

(b) Expiration Date. Subject to Section 3(d) hereof, the Option shall expire at the end of the period commencing on the Date of Grant and ending at 11:59 p.m. Eastern Standard Time on the day preceding the tenth anniversary of the “Vesting Commencement Date” (as defined below) (the “Option Period”).

(c) Exercisability of the Option.

(i) Subject to the Participant’s continued employment with the Company or an Affiliate and except as may otherwise be provided herein, the Option shall become vested and exercisable as to twenty-five percent (25%) of the Option Shares on the first anniversary of the Vesting Commencement Date and an additional six and on-quarter percent (6 ¹/4%) on the last day of each three-month period thereafter. For purposes of this Agreement, the “Vesting Commencement Date” means             .

(ii) The Option may be exercised only by written notice, substantially in the form attached hereto as Exhibit A (or a successor form provided by the Committee) delivered in person or by mail in accordance with Section 4(b) hereof and accompanied by payment therefor. The purchase price of the Option Shares shall be paid by the Participant to the Company (A) in cash (by check or wire transfer) or (B) by such other method as the Committee may allow in writing.

(d) Effect of Termination of Employment on the Option.

(i) Death/Disability. If the Participant’s employment with the Company and its Affiliates terminates on account of the Participant’s death or by the Company or any Affiliate due to Disability, the unvested portion of the Option shall expire on the date of termination and the vested portion of the Option shall remain exercisable by the Participant through the earlier of (A) the expiration of the Option Period or (B) one year following the date of termination on account of death or Disability.

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(ii) Termination Other than due to Death/Disability or for Cause. If the Participant’s employment with the Company and its Affiliates is terminated for any reason other than on account of the Participant’s death or by the Company or any Affiliate due to Disability or for Cause, the unvested portion of the Option shall expire on the date of termination and the vested portion of the Option shall remain exercisable by the Participant through the earlier of (A) the expiration of the Option Period or (B) ninety (90) days following such termination.

(iii) Termination for Cause. If the Participant’s employment with the Company and its Affiliates is terminated by the Company or any Affiliate for Cause, both the unvested and the vested portions of the Option shall terminate on the date of such termination.

(e) Compliance with Legal Requirements. The granting and exercising of the Option, and any other obligations of the Company under this Agreement shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Committee, in its sole discretion, may postpone the issuance or delivery of Option Shares as the Committee may consider appropriate and may require the Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Option Shares in compliance with applicable laws, rules and regulations.

(f) Transferability. The Option shall not be transferable by the Participant other than by will or the laws of descent and distribution.

(g) Rights as Stockholder. The Participant shall not be deemed for any purpose to be the owner of any shares of Common Stock subject to this Option unless, until and to the extent that (i) this Option shall have been exercised pursuant to its terms, (ii) the Company shall have issued and delivered to the Participant the Option Shares, and (iii) the Participant’s name shall have been entered as a stockholder of record with respect to such Option Shares on the books of the Company.

(h) Tax Withholding. Prior to the delivery of a certificate or certificates representing the Option Shares, the Participant must pay to the Company in cash (by check or wire transfer) any such additional amount as the Company determines that it is required to withhold under applicable federal, state or local tax laws in respect of the exercise or the transfer of Option Shares; provided that the Committee may, in its sole discretion, allow such withholding obligation to be satisfied by any other method described in Section 12(d) of the Plan.

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4. Miscellaneous.

(a) Employment Agreement. This Agreement and the terms and conditions of the Option are subject to any provisions concerning stock options of any employment agreement in effect from time to time between the Participant and the Company or an Affiliate that has been approved by the Board or a committee thereof, which provisions are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and any terms or provisions of such employment agreement concerning stock options, the applicable terms and provisions of such employment agreement will govern and prevail.

(b) Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery:

if to the Company:

Dice Holdings, Inc.

3 Park Avenue, 33rd Floor

New York, New York 10016

Attention: Secretary

if to the Participant, at the Participant’s last known address on file with the Company.

All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five (5) business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.

(c) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

(d) No Rights to Employment. Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant at any time for any reason whatsoever.

(e) Registration Rights. Promptly following the “First Public Offering” (as that term is defined in the Shareholders’ Agreement), the Company shall register all the Option Shares underlying the unexercised portion of the Option on Form S-8 (or a successor or other available form).

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(f) Beneficiary. The Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.

(g) Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.

(h) Entire Agreement. Except as otherwise provided in Section 4(a) hereof, this Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto, and the Participant agrees and acknowledges that this Agreement supersedes all prior stock option agreements between the Participant and the Company, and that all such prior agreements are void and unenforceable. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

(i) Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of New York without regard to principles of conflicts of law thereof, or principals of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of New York.

(j) Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

(k) Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Remainder of page intentionally left blank; signature page to follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day first written above.

Dice Holdings, Inc.
By:
	Name: Title:
Name:

[Signature Page to Nonqualified Stock Option Agreement]

Exhibit A

NOTICE OF OPTION EXERCISE

PURSUANT TO THE DICE HOLDINGS, INC.

2005 OMNIBUS STOCK PLAN

To exercise your option to purchase shares of Dice Holdings, Inc. (the “Company”) Common Stock (“Shares”), please fill out this form and return it to the Secretary of the Company, together with a check in the amount of the exercise price due, which is the product of the number of Shares with respect to which you are exercising the option and the per share exercise price. You are not required to exercise your option with respect to all Shares thereunder. You also must include, as applicable, a check in the amount of any required payroll tax withholding and income tax withholding due in connection with your exercise unless the Committee administering the Dice Holdings, Inc. 2005 Omnibus Stock Plan specifically provides for such obligation to be satisfied in a different manner.

I hereby exercise my right to purchase              Shares under the option granted to me pursuant to the Nonqualified Stock Option Agreement between myself and the Company, dated as of         , 200_. I am vested in my option as to the Shares being purchased hereunder. I have enclosed one or more checks covering both the exercise price of $             and the required payroll tax withholding and income tax withholding of $            . (Please contact the office of the Secretary of the Company to determine the amount of any required payroll tax withholding and income tax withholding.) I hereby represent that, to the best of my knowledge and belief, I am legally entitled to exercise this option.

Signature:

Printed Name:

Social Security Number:

Date:

A-1

EX-10.16

Exhibit 10.16

Dice Holdings, Inc.

2007 Equity Award Plan

1. Purpose The purpose of the Dice Holdings, Inc. 2007 Equity Award Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors) of the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s shareholders.

2. Definitions. The following definitions shall be applicable throughout the Plan.

(a) “Affiliate” means (i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the Company and/or (ii) to the extent provided by the Committee, any person or entity in which the Company has a significant interest. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting or other securities, by contract or otherwise.

(b) “Award” means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Stock Bonus Award and Performance Compensation Award granted under the Plan.

(c) “Board” means the Board of Directors of the Company.

(d) “Cause” means, unless in the case of a particular Award the applicable Award agreement states otherwise, the Company or an Affiliate having “cause” to terminate a Participant’s employment or service, as defined in any existing employment, consulting or any other agreement between the Participant and the Company or an Affiliate, or, in the absence of such an employment, consulting or other agreement with respect to any Participant, such Participant’s (i) commission of an act of fraud, embezzlement, misappropriation or breach of fiduciary duty against the Company or any Affiliate or a felony involving the business, assets, customers or clients of the Company or any Affiliate or conviction by a court of competent jurisdiction or entry of a guilty plea or a plea of nolo contendere to any other felony; (ii) commission a material breach of any written confidentiality, non-compete, non-solicitation or business opportunity covenant contained in any agreement entered into by such Participant and the Company or any Affiliate; or (iii) substantial failure to perform such Participant’s duties to the Company or any Affiliate, including by committing a material breach of any written covenant contained in any agreement entered into by such Participant and the Company or any Affiliate (other than a confidentiality, non-compete, non-solicitation or business opportunity covenant) after written notice and an opportunity to cure (not to exceed 30 days).

(e) “Change in Control” shall, unless in the case of a particular Award the applicable Award agreement states otherwise or contains a different definition of “Change in Control,” mean the occurrence of any one of the following events: (i) the acquisition by any “Person” (as such

term is defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than Quadrangle Capital Partners II LP, General Atlantic Partners 79, L.P. or their respective Affiliates (each, individually an “Investor” and collectively, the “Investors”) of more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the Company; or (ii) any merger, consolidation, reorganization, recapitalization, tender or exchange offer or any other transaction with or affecting the Company as a result of which a Person other than an Investor owns after such transaction more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in the election of the directors of the Company, or (iii) the sale, lease, exchange, transfer or other disposition to any Person, other than an Investor, of all or substantially all, of the assets of the Company and its consolidated subsidiaries, or (iv) the Company adopts any plan of liquidation providing for the distribution of all of substantially all of its assets, or (v) 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.

Notwithstanding the foregoing, in no event shall the initial public offering of shares of Common Stock (the “IPO”) or any corporate transactions effected in connection with the reorganization of the Company and its Affiliates (and their predecessors) associated with the IPO and described in the Registration Statement on Form S-1 under the Securities Act (including all amendments thereto) filed with the Securities and Exchange Commission in connection with the IPO, individually or in the aggregate, constitute a Change in Control.

(f) “Code” means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, regulations or guidance.

(g) “Committee” means a committee of at least two people as the Board may appoint to administer the Plan or, if no such committee has been appointed by the Board, the Board.

(h) “Common Stock” means the common stock, par value $0.01 per share, of the Company (and any stock or other securities into which such common stock may be converted or into which it may be exchanged).

(i) “Company” means Dice Holdings, Inc., a Delaware corporation, and any successor thereto.

(j) “Date of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization.

(k) “Effective Date” means April 30, 2007.

(l) “Eligible Director” means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, (ii) an “outside director” within the meaning of Section 162(m) of the Code and (iii) an “independent director” under the rules of the NYSE or any other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or a person meeting any similar requirement under any successor rule or regulation.

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(m) “Eligible Person” means any (i) individual employed by the Company or an Affiliate who satisfies all of the requirements of Section 6 of the Plan; provided, however, that no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director or officer of the Company or an Affiliate; (iii) consultant or advisor to the Company or an Affiliate who may be offered securities registrable on Form S-8 under the Securities Act; or (iv) any prospective employees, directors, officers, consultants or advisors who have accepted offers of employment or consultancy from the Company or its Affiliates (and would satisfy the provisions of clauses (i) through (iii) above once he or she begins employment with or providing services to the Company or its Affiliates).

(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto. Reference in the Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.

(o) “Exercise Price” has the meaning given such term in Section 7(b) of the Plan.

(p) “Fair Market Value” means, on a given date, (i) if the Common Stock is listed on a national securities exchange, the closing sales price of the Common Stock reported on the primary exchange on which the Common Stock is listed and traded on such date, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported; (ii) if the Common Stock is not listed on any national securities exchange but is quoted in an inter-dealer quotation system on a last sale basis, the average between the closing bid price and ask price reported on such date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) if the Common Stock is not listed on a national securities exchange or quoted in an inter-dealer quotation system on a last sale basis, the amount determined by the Committee in good faith to be the fair market value of the Common Stock.

(q) “Immediate Family Members” shall have the meaning set forth in Section 15(b).

(r) “Incentive Stock Option” means an Option which is designated by the Committee as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth in the Plan.

(s) “Indemnifiable Person” shall have the meaning set forth in Section 4(e) of the Plan.

(t) “Investor” has the meaning given such term in the definition of “Change in Control”.

(u) “IPO” has the meaning given such term in the definition of “Change in Control”.

(v) “Mature Shares” means shares of Common Stock either (i) previously acquired on the open market, (ii) not acquired from the Company in the form of compensation or (iii) acquired from the Company in the form of compensation that have been owned by a Participant for at least six months.

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(w) “Negative Discretion” shall mean the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce the size of a Performance Compensation Award consistent with Section 162(m) of the Code.

(x) “Nonqualified Stock Option” means an Option which is not designated by the Committee as an Incentive Stock Option.

(y) “NYSE” means the New York Stock Exchange.

(z) “162(m) Effective Date” means the first date on which Awards granted under the Plan do not qualify for an exemption from the deduction limitations of Section 162(m) of the Code on account of an exemption, or a transition or grandfather rule.

(aa) “Option” means an Award granted under Section 7 of the Plan.

(bb) “Option Period” has the meaning given such term in Section 7(c) of the Plan.

(cc) “Participant” means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to Section 6 of the Plan.

(dd) “Performance Compensation Award” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to Section 11 of the Plan.

(ee) “Performance Criteria” shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any Performance Compensation Award under the Plan.

(ff) “Performance Formula” shall mean, for a Performance Period, the one or more objective formulae applied against the relevant Performance Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less than all, or none of the Performance Compensation Award has been earned for the Performance Period.

(gg) “Performance Goals” shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria.

(hh) “Performance Period” shall mean the one or more periods of time, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Compensation Award.

(ii) “Permitted Transferee” shall have the meaning set forth in Section 15(b) of the Plan.

(jj) “Person” has the meaning given such term in the definition of “Change in Control”.

(kk) “Plan” means this Dice Holdings, Inc. 2007 Equity Award Plan.

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(ll) “Restricted Period” means the period of time determined by the Committee during which an Award is subject to restrictions or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.

(mm) “Restricted Stock” means Common Stock, subject to certain specified restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.

(nn) “Restricted Stock Unit” means an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities or other property, subject to certain restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.

(oo) “SAR Period” has the meaning given such term in Section 8(c) of the Plan.

(pp) “Securities Act” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, rules, regulations or guidance.

(qq) “Share Limit” has the meaning given such term in Section 5(b) of the Plan.

(rr) “Stock Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.

(ss) “Stock Bonus Award” means an Award granted under Section 10 of the Plan.

(tt) “Strike Price” means, (i) in the case of a SAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted independent of an Option, the Fair Market Value on the Date of Grant.

(uu) “Substitute Award” has the meaning given such term in Section 5(e) of the Plan.

(vv) “Vesting Commencement Date” has the meaning given such term in an applicable Award agreement under the Plan.

3. Effective Date; Duration. The Plan shall be effective as of the Effective Date. The expiration date of the Plan, on and after which date no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided, however, that such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards.

4. Administration. (a) The Committee shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange Act (if the Board is not acting as the Committee under the Plan) or necessary to obtain the exception for performance-based compensation under Section 162(m) of the Code, as applicable, it is intended that each member of the Committee shall, at the time he takes any action with respect to an Award under the Plan, be an Eligible Director. However, the fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee that is otherwise

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validly granted under the Plan. The majority of the members of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee shall be deemed the acts of the Committee.

(b) Subject to the provisions of the Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of shares of Common Stock to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, shares of Common Stock, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Common Stock, other securities, other Awards or other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

(c) The Committee may delegate to one or more officers of the Company or any Affiliate the authority to act on behalf of the Committee with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Committee herein, and which may be so delegated as a matter of law, except for grants of Awards to persons (i) subject to Section 16 of the Exchange Act or (ii) who are, or who are reasonably expected to be, “covered employees” for purposes of Code Section 162(m).

(d) Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any shareholder of the Company.

(e) No member of the Board, the Committee or any employee or agent of the Company (each such person, an “Indemnifiable Person”) shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award hereunder. Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding

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against such Indemnifiable Person, provided that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts or omissions of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s Certificate of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Indemnifiable Persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.

(f) Notwithstanding anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awards and administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to the Committee under the Plan.

5. Grant of Awards; Shares Subject to the Plan; Limitations. (a) The Committee may, from time to time, grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonus Awards and/or Performance Compensation Awards to one or more Eligible Persons.

(b) Awards granted under the Plan shall be subject to the following limitations: (i) subject to Section 12 of the Plan, no more than 4,266 shares of Common Stock may be delivered in the aggregate pursuant to Awards granted under the Plan; provided that on each of January 1, 2008, January 1, 2009, January 1, 2010, January 1, 2011 and January 1, 2012, the maximum number of shares deliverable under this clause (i) as in effect on the immediately preceding December 31 shall be increased by a number of shares of Common Stock equal to two percent (2%) of the outstanding shares of Common Stock (on a fully-diluted basis) on such date (such maximum number of shares, as in effect at any time hereunder, the “Share Limit”); (ii) subject to Section 12 of the Plan, no more than the lesser of (A) the Share Limit and (B) 7,110 shares of Common Stock may be subject to grants of Options or SARs under the Plan to any single Participant during any calendar year; (iii) subject to Section 12 of the Plan, no more than the lesser of (A) the Share Limit and (B) 7,110 shares of Common Stock may be delivered pursuant to the exercise of Incentive Stock Options granted under the Plan; (iv) subject to Section 12 of the Plan, no more than the lesser of (A) the Share Limit and (B) 7,110 shares of Common Stock may be delivered in respect of Performance Compensation Awards granted pursuant to Section 11 of the Plan to any single Participant for a single Performance Period, or in the event such Performance Compensation Award is paid in cash, other securities, other Awards or other property, no more than the Fair Market Value of the lesser of (A) the Share Limit and (B) 7,110 shares of Common Stock on the last day of the Performance Period to which such Award relates; and (v) the maximum amount that can be paid to any single Participant for a single Performance Period pursuant to a cash bonus Award described in Section 11(a) of the Plan shall be $3,000,000.

(c) Shares of Common Stock shall be deemed to have been used in settlement of Awards whether or not they are actually delivered or the Fair Market Value equivalent of such shares is paid in cash; provided, however, that if shares of Common Stock issued upon exercise,

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vesting or settlement of an Award, or shares of Common Stock owned by a Participant are surrendered or tendered to the Company (either directly or by means of attestation) in payment of the Exercise Price of an Award or any taxes required to be withheld in respect of an Award, in each case, in accordance with the terms and conditions of the Plan and any applicable Award agreement, such surrendered or tendered shares shall again become available for other Awards under the Plan; provided, further, that in no event shall such shares increase the number of shares of Common Stock that may be delivered pursuant to Incentive Stock Options granted under the Plan. In accordance with (and without limitation upon) the preceding sentence, if and to the extent an Award under the Plan expires, terminates or is canceled or forfeited for any reason whatsoever without the Participant having received any benefit therefrom, the shares covered by such Award shall again become available for other Awards under the Plan. For purposes of the foregoing sentence, a Participant shall not be deemed to have received any “benefit” (i) in the case of forfeited Restricted Stock by reason of having enjoyed voting rights and dividend rights prior to the date of forfeiture or (ii) in the case of an Award canceled by reason of a new Award being granted in substitution therefor.

(d) Shares of Common Stock delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of the Company, shares purchased on the open market or by private purchase, or a combination of the foregoing.

(e) Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company or any Affiliate or an entity acquired by the Company or with which the Company combines (“Substitute Awards”). The number of shares of Common Stock underlying any Substitute Awards shall be counted against the aggregate number of shares of Common Stock available for Awards under the Plan; provided, however, that Substitute Awards issued in connection with the assumption of, or the substitution for, outstanding awards previously granted by an entity that is acquired by the Company or any Affiliate through a merger or acquisition shall not be counted against the aggregate number of shares of Common Stock available for Awards under the Plan; provided, further, that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code that were previously granted by an entity that is acquired by the Company or any Affiliate through a merger or acquisition shall be counted against the aggregate number of shares of Common Stock available for Awards of Incentive Stock Options under the Plan.

6. Eligibility. Participation shall be limited to Eligible Persons who have entered into an Award agreement or who have received written notification from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan.

7. Options. (a) Generally. Each Option granted under the Plan shall be evidenced by an Award agreement. Each Option so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement. All Options granted under the Plan shall be Nonqualified Stock Options unless the applicable Award agreement expressly states that the Option is intended to be an Incentive Stock Option. Incentive Stock Options shall be granted only to Eligible Persons who are employees of the Company and its Affiliates, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the shareholders of the Company in a manner intended to comply with the shareholder approval requirements of Section 422(b)(1) of the Code, provided that any Option intended to be an

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Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan.

(b) Exercise Price. Except as otherwise provided by the Committee in the case of Substitute Awards, the exercise price (“Exercise Price”) per share of Common Stock for each Option shall not be less than 100% of the Fair Market Value of such share (determined as of the Date of Grant); provided, however, that (i) except as otherwise provided by the Committee at the time an Option is granted and set forth in the applicable Award agreement, the Exercise Price of each share of Common Stock covered by an Option that is granted effective as of the Company’s IPO shall be the IPO price per share of Common Stock and (ii) in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Affiliate, the Exercise Price per share shall be no less than 110% of the Fair Market Value per share on the Date of Grant.

(c) Vesting and Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “Option Period”); provided, however, that the Option Period shall not exceed five years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant who on the Date of Grant owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Affiliate; provided, further, that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions of such Option other than with respect to exercisability. Unless otherwise provided by the Committee in an Award agreement: (i) an Option shall vest and become exercisable with respect to twenty-five percent (25%) of the shares of Common Stock subject to such Option on the first anniversary of the Vesting Commencement Date and with respect to an additional six and one-quarter percent (6 ¹/4%) on the last day of each three-month period following thereafter; (ii) the unvested portion of an Option shall expire upon termination of employment or service of the Participant granted the Option with the Company and its Affiliates, and the vested portion of such Option shall remain exercisable for (A) one year following termination of employment or service with the Company and its Affiliates by reason of such Participant’s death or disability (as determined by the Committee), but not later than the expiration of the Option Period or (B) 90 days following termination of employment or service with the Company and its Affiliates for any reason other than such Participant’s death or disability, and other than such Participant’s termination of employment or service with the Company and its Affiliates for Cause, but not later than the expiration of the Option Period; and (iii) both the unvested and the vested portion of an Option shall expire upon the termination of the Participant’s employment or service with the Company and its Affiliates by the Company for Cause.

(d) Method of Exercise and Form of Payment. No shares of Common Stock shall be delivered pursuant to any exercise of an Option until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any Federal, state, local and non-U.S. income and employment taxes required to be

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withheld. Options which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Option accompanied by payment of the Exercise Price. The Exercise Price shall be payable (i) in cash, check, cash equivalent and/or shares of Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Common Stock in lieu of actual delivery of such shares to the Company); provided, that such shares of Common Stock are not subject to any pledge or other security interest and are Mature Shares; (ii) by such other method as the Committee may permit in its sole discretion, including without limitation: (A) in other property having a fair market value on the date of exercise equal to the Exercise Price or (B) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price or (C) by means of a “net exercise” procedure approved by the Committee. Notwithstanding the foregoing, if on the last day of the Option Period, the Fair Market Value exceeds the Exercise Price, the Participant has not exercised the Option, and the Option has not expired, such Option shall be deemed to have been exercised by the Participant on such last day by means of a net exercise and the Company shall deliver to the Participant the number of shares of Common Stock for which the Option was deemed exercised less such number of shares of Common Stock required to be withheld to cover the payment of the Exercise Price and all minimum statutory withholding taxes. Any fractional shares of Common Stock shall be settled in cash.

(e) Notification upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date he makes a disqualifying disposition of any Common Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation, any sale) of such Common Stock before the later of (A) two years after the Date of Grant of the Incentive Stock Option or (B) one year after the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by the Committee, retain possession of any Common Stock acquired pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of the period described in the preceding sentence.

(f) Buyout. The Committee may, in its sole discretion, at any time buy out for a payment in cash or the delivery of shares of Common Stock or other property (including, without limitation, another Award), an Option previously granted, based on such terms and conditions as the Committee shall establish and communicate to the Participant at the time such offer is made. If the Committee so determines, the consent of the affected Participant shall not be required to effect such buyout.

(g) Compliance With Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner which the Committee determines would violate the Sarbanes-Oxley Act of 2002, or any other applicable law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.

8. Stock Appreciation Rights. (a) Generally. Each SAR granted under the Plan shall be evidenced by an Award agreement. Each SAR so granted shall be subject to the conditions set

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forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons independent of any Option.

(b) Strike Price. Except as otherwise provided by the Committee in the case of Substitute Awards, the strike price (“Strike Price”) per share of Common Stock for each SAR shall not be less than 100% of the Fair Market Value of such share (determined as of the Date of Grant); provided, however, that except as otherwise provided by the Committee at the time an Option is granted and set forth in the applicable Award agreement, the Strike Price of each share of Common Stock covered by a SAR that is granted effective as of the Company’s IPO shall be the IPO price per share of Common Stock.

(c) Vesting and Expiration. A SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable and shall expire in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “SAR Period”); provided, however, that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any SAR, which acceleration shall not affect the terms and conditions of such SAR other than with respect to exercisability. Unless otherwise provided by the Committee in an Award agreement: (i) a SAR shall vest and become exercisable with respect to twenty-five percent (25%) of the shares of Common Stock subject to such SAR on the first anniversary of the Vesting Commencement Date and with respect to an additional six and one-quarter percent (6 ¹/4%) on the last day of each three-month period following thereafter; (ii) the unvested portion of a SAR shall expire upon termination of employment or service of the Participant granted the SAR with the Company and its Affiliates, and the vested portion of such SAR shall remain exercisable for (A) one year following termination of employment or service with the Company and its Affiliates by reason of such Participant’s death or disability (as determined by the Committee), but not later than the expiration of the SAR Period or (B) 90 days following termination of employment or service with the Company and its Affiliates for any reason other than such Participant’s death or disability, and other than such Participant’s termination of employment or service with the Company and its Affiliates for Cause, but not later than the expiration of the SAR Period; and (iii) both the unvested and the vested portion of a SAR shall expire upon the termination of the Participant’s employment or service with the Company and its Affiliates by the Company for Cause.

(d) Method of Exercise. SARs which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were awarded. Notwithstanding the foregoing, if on the last day of the Option Period (or in the case of a SAR independent of an option, the SAR Period), the Fair Market Value exceeds the Strike Price, the Participant has not exercised the SAR or the corresponding Option (if applicable), and neither the SAR nor the corresponding Option (if applicable) has expired, such SAR shall be deemed to have been exercised by the Participant on such last day and the Company shall make the appropriate payment therefor.

(e) Payment. Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that are being exercised multiplied by the excess, if any, of the Fair Market Value of one share of Common Stock on the exercise

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date over the Strike Price, less an amount equal to any Federal, state, local and non-U.S. income and employment taxes required to be withheld. The Company shall pay such amount in cash, in shares of Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Any fractional shares of Common Stock shall be settled in cash.

(f) Substitution of SARs for Nonqualified Stock Options. The Committee shall have the authority in its sole discretion to substitute, without the consent of the affected Participant or any holder or beneficiary of SARs, SARs settled in shares of Common Stock (or settled in shares or cash in the sole discretion of the Committee) for outstanding Nonqualified Stock Options, provided that (i) the substitution shall not otherwise result in a modification of the terms of any such Nonqualified Stock Option, (ii) the number of shares of Common Stock underlying the substituted SARs shall be the same as the number of shares of Common Stock underlying such Nonqualified Stock Options and (iii) the Strike Price of the substituted SARs shall be equal to the Exercise Price of such Nonqualified Stock Options; provided, however, that if, in the opinion of the Company’s independent public auditors, the foregoing provision creates adverse accounting consequences for the Company, such provision shall be considered null and void.

9. Restricted Stock and Restricted Stock Units. (a) Generally. Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award agreement. Each such grant shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement.

(b) Stock Certificates; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, the Committee shall cause a stock certificate registered in the name of the Participant to be issued and, if the Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate stock power (endorsed in blank) with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and blank stock power within the amount of time specified by the Committee, the Award shall be null and void. Subject to the restrictions set forth in this Section 9 and the applicable Award agreement, the Participant generally shall have the rights and privileges of a shareholder as to such Restricted Stock, including without limitation the right to vote such Restricted Stock. To the extent shares of Restricted Stock are forfeited, any stock certificates issued to the Participant evidencing such shares shall be returned to the Company, and all rights of the Participant to such shares and as a shareholder with respect thereto shall terminate without further obligation on the part of the Company.

(c) Vesting; Acceleration of Lapse of Restrictions. Unless otherwise provided by the Committee in an Award agreement: (i) the Restricted Period shall lapse with respect to twenty-five percent (25%) of the Restricted Stock and Restricted Stock Units on the first anniversary of the Vesting Commencement Date and with respect to an additional six and one-quarter percent (6 ¹/4%) on the last day of each three-month period thereafter; and (ii) the unvested portion of Restricted Stock and Restricted Stock Units shall terminate and be forfeited upon termination of employment or service of the Participant granted the applicable Award. The Committee may in its sole discretion accelerate the lapse of any or all of the restrictions on the Restricted Stock and Restricted Stock Units which acceleration shall not affect any other terms and conditions of such Awards.

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(d) Delivery of Restricted Stock and Settlement of Restricted Stock Units. (i) Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable Award agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge, the stock certificate evidencing the shares of Restricted Stock which have not then been forfeited and with respect to which the Restricted Period has expired (rounded down to the nearest full share). Dividends, if any, that may have been withheld by the Committee and attributable to any particular share of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends.

(ii) Unless otherwise provided by the Committee in an Award agreement, upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one share of Common Stock for each such outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion, elect to (i) pay cash or part cash and part Common Stock in lieu of delivering only shares of Common Stock in respect of such Restricted Stock Units or (ii) defer the delivery of Common Stock (or cash or part Common Stock and part cash, as the case may be) beyond the expiration of the Restricted Period. If a cash payment is made in lieu of delivering shares of Common Stock, the amount of such payment shall be equal to the Fair Market Value of the Common Stock as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units, less an amount equal to any Federal, state, local and non-U.S. income and employment taxes required to be withheld.

(e) Legends on Restricted Stock. Each certificate representing Restricted Stock awarded under the Plan shall bear a legend substantially in the form of the following in addition to any other information the Company deems appropriate until the lapse of all restrictions with respect to such Common Stock:

TRANSFER OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE DICE HOLDINGS, INC. 2007 EQUITY AWARD PLAN AND A RESTRICTED STOCK AWARD AGREEMENT, DATED AS OF                     , BETWEEN DICE HOLDINGS, INC. AND                     . A COPY OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF DICE HOLDINGS, INC.

10. Stock Bonus Awards. The Committee may issue unrestricted Common Stock, or other Awards denominated in Common Stock, under the Plan to Eligible Persons, alone or in tandem with other Awards, in such amounts as the Committee shall from time to time in its sole discretion determine. Each Stock Bonus Award granted under the Plan shall be evidenced by an Award agreement. Each Stock Bonus Award so granted shall be subject to such conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement.

11. Performance Compensation Awards. (a) Generally. The Committee shall have the authority, at the time of grant of any Award described in Sections 7 through 10 of the Plan, to designate such Award as a Performance Compensation Award intended to qualify as

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“performance-based compensation” under Section 162(m) of the Code. The Committee shall have the authority to grant cash bonuses under the Plan with the intent that such bonuses shall qualify for the exemption from Section 162(m) of the Code provided pursuant to Treasury Regulation Section 1.162-27(f)(1), for the reliance period described in Treasury Regulation Section 1.162-27(f)(2). In addition, the Committee shall have the authority to make an award of a cash bonus to any Participant and designate such Award as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code.

(b) Discretion of Committee with Respect to Performance Compensation Awards. With regard to a particular Performance Period, the Committee shall have sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goal(s) that is (are) to apply and the Performance Formula. Within the first 90 days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), the Committee shall, with regard to the Performance Compensation Awards to be issued for such Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence and record the same in writing.

(c) Performance Criteria. The Performance Criteria that will be used to establish the Performance Goal(s) shall be based on the attainment of specific levels of performance of the Company (and/or one or more Affiliates, divisions or operational units, or any combination of the foregoing) and shall be limited to the following: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross profit or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales); (vii) cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital); (viii) earnings before or after taxes, interest, depreciation and/or amortization; (ix) gross or operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total shareholder return); (xii) expense targets; (xiii) margins; (xiv) operating efficiency; (xv) objective measures of customer satisfaction; (xvi) working capital targets; (xvii) measures of economic value added; and (xviii) enterprise value. Any one or more of the Performance Criteria may be used on an absolute or relative basis to measure the performance of the Company and/or one or more Affiliates as a whole or any business unit(s) of the Company and/or one or more Affiliates or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria may be compared to the performance of a group of comparator companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph. To the extent required under Section 162(m) of the Code, the Committee shall, within the first 90 days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period.

(d) Modification of Performance Goal(s). In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Criteria without obtaining shareholder approval of such alterations, the Committee shall have sole discretion to make such alterations without obtaining shareholder approval. The Committee is authorized at any time during the first 90 days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), or at any time thereafter

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to the extent the exercise of such authority at such time would not cause the Performance Compensation Awards granted to any Participant for such Performance Period to fail to qualify as “performance-based compensation” under Section 162(m) of the Code, in its sole discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period, based on and in order to appropriately reflect the following events: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year; (vi) acquisitions or divestitures; (vii) any other specific unusual or nonrecurring events, or objectively determinable category thereof; (viii) foreign exchange gains and losses; and (ix) a change in the Company’s fiscal year.

(e) Payment of Performance Compensation Awards. (i) Condition to Receipt of Payment. Unless otherwise provided in the applicable Award agreement, a Participant must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period.

(ii) Limitation. A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A) the Performance Goals for such period are achieved; and (B) all or some of the portion of such Participant’s Performance Compensation Award has been earned for the Performance Period based on the application of the Performance Formula to such achieved Performance Goals.

(iii) Certification. Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of the Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine the amount of each Participant’s Performance Compensation Award actually payable for the Performance Period and, in so doing, may apply Negative Discretion.

(iv) Use of Negative Discretion. In determining the actual amount of an individual Participant’s Performance Compensation Award for a Performance Period, the Committee may reduce or eliminate the amount of the Performance Compensation Award earned under the Performance Formula in the Performance Period through the use of Negative Discretion if, in its sole judgment, such reduction or elimination is appropriate. The Committee shall not have the discretion to (A) grant or provide payment in respect of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained; or (B) increase a Performance Compensation Award above the applicable limitations set forth in Section 5 of the Plan.

(f) Timing of Award Payments. Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon as administratively practicable following completion of the certifications required by this Section 11. Any Performance Compensation Award that has been deferred shall not (between the date as of which the Award is deferred and the payment date) increase (i) with respect to a Performance Compensation Award that is payable in cash, by a measuring factor for each fiscal year greater than a reasonable rate of interest set by

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the Committee or (ii) with respect to a Performance Compensation Award that is payable in shares of Common Stock, by an amount greater than the appreciation of a share of Common Stock from the date such Award is deferred to the payment date.

12. Changes in Capital Structure and Similar Events. (a) Awards granted under the Plan and any agreements evidencing such Awards, (b) any or all of the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) which may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan (including, without limitation, any or all of the limitations under Section 5 of the Plan) and (c) the terms of any outstanding Award, including, without limitation, (i) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate, (ii) the Exercise Price or Strike Price with respect to any Award or (iii) any applicable performance measures (including, without limitation, Performance Criteria and Performance Goals) shall be adjusted or substituted, in such manner as determined by the Committee in its sole discretion, as to the number, price or kind of share of Common Stock or other consideration subject to such Awards or as otherwise determined by the Committee to be equitable, to preserve the economic value of such Awards (i.e., such that such value shall be neither increased nor decreased on account of such transaction or event) (A) in the event of changes in the outstanding Common Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, separations, combinations, exchanges, spin-offs, liquidations, other substantial distributions of the assets of the Company, or other relevant corporate transactions or changes in capitalization occurring after the Date of Grant of any such Award or (B) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. Any adjustment in Incentive Stock Options under this Section 12 shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any adjustments under this Section 12 shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Awards granted on and after the 162(m) Effective Date which are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing the Company to be denied a tax deduction on account of Section 162(m) of the Code. The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.

Notwithstanding the above, in the event of any of the following:

A. The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;

B. All or substantially all of the assets of the Company are acquired by another person;

C. The reorganization or liquidation of the Company; or

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D. The Company shall enter into a written agreement to undergo an event described in clauses A, B or C above,

then the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Awards and cause to be paid to the holders thereof, in cash or stock, or any combination thereof, the value of such Awards (whether or not vested or exercisable) based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. The terms of this Section 12 may be varied by the Committee in any particular Award agreement.

13. Effect of Change in Control. Except to the extent otherwise provided in an Award agreement, in the event of a Change in Control, notwithstanding any provision of the Plan to the contrary, the Committee may in its sole discretion provide that, with respect to any particular outstanding Award or Awards:

(a) all then-outstanding Options and SARs shall become immediately exercisable as of immediately prior to the Change in Control with respect to up to 100 percent of the shares subject to such Option or SAR;

(b) the Restricted Period shall expire as of immediately prior to the Change in Control with respect to up to 100 percent of then-outstanding shares of Restricted Stock or Restricted Stock Units (including without limitation a waiver of any applicable Performance Goals);

(c) all incomplete Performance Periods in effect on the date the Change in Control occurs shall end on such date, and the Committee may (i) determine the extent to which Performance Goals with respect to each such Performance Period have been met based upon such audited or unaudited financial information or other information then available as it deems relevant and (ii) cause the Participant to receive partial or full payment of Awards for each such Performance Period based upon the Committee’s determination of the degree of attainment of Performance Goals, or assuming that the applicable “target” levels of performance have been attained or on such other basis determined by the Committee; and

(d) cause Awards previously deferred to be settled in full as soon as practicable.

To the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) through (d) shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control transaction with respect to the Common Stock subject to their Awards.

Notwithstanding the foregoing, except to the extent otherwise provided in an Award agreement, if a Participant’s employment with the Company and its Affiliates is terminated without Cause within one year following a Change in Control, all then-outstanding Awards held by the Participant shall vest, and all Options and SARS held by the Participant shall become exercisable, and any applicable Performance Goals shall be waived.

14. Amendments and Termination. (a) Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including, without limitation, as necessary to

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comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the shares of Common Stock may be listed or quoted or to prevent the Company from being denied a tax deduction under Section 162(m) of the Code); provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.

(b) Amendment of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award agreement, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; provided, further, that without shareholder approval, except as otherwise permitted under Section 12 of the Plan, (i) no amendment or modification may reduce the Exercise Price of any Option or the Strike Price of any SAR, (ii) the Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR (with a lower Exercise Price or Strike Price, as the case may be) in a manner which would either (A) be reportable on the Company’s proxy statement as Options which have been “repriced” (as such term is used in Item 402 of Regulation S-K promulgated under the Exchange Act), or (B) result in any “repricing” for financial statement reporting purposes (or otherwise cause the Award to fail to qualify for equity accounting treatment) and (iii) the Committee may not take any other action which is considered a “repricing” for purposes of the shareholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted.

15. General. (a) Award Agreements. Each Award under the Plan shall be evidenced by an Award agreement, which shall be delivered to the Participant and shall specify the terms and conditions of the Award any rules applicable thereto, including without limitation, the effect on such Award of the death, disability or termination of employment or service of a Participant, or of such other events as may be determined by the Committee.

(b) Nontransferability. (i) Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

(ii) Notwithstanding the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award agreement to preserve the purposes of the Plan, to: (A) any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 under the Securities Act (collectively, the “Immediate Family Members”); (B) a trust solely for the benefit of the Participant and his or her Immediate Family Members; (C) a partnership or limited liability company whose only partners or shareholders are the Participant and his or her Immediate Family Members; or (D) any other transferee as may be approved either (I) by the Board or the Committee in its sole discretion, or (II) as provided in the applicable Award agreement;

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(each transferee described in clauses (A), (B), (C) and (D) above is hereinafter referred to as a “Permitted Transferee”); provided that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.

(iii) The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference in the Plan, or in any applicable Award agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate form covering the shares of Common Stock to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Award agreement, that such a registration statement is necessary or appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise; and (D) the consequences of the termination of the Participant’s employment by, or services to, the Company or an Affiliate under the terms of the Plan and the applicable Award agreement shall continue to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award agreement.

(c) Dividends and Dividend Equivalents. In the sole discretion of the Committee, an Award may provide a Participant with dividends or dividend equivalents, payable in cash, shares of Common Stock, other securities, other Awards or other property, on a current or deferred basis, on such terms and conditions as may be determined by the Committee in its sole discretion, including without limitation, payment directly to the Participant, withholding of such amounts by the Company subject to vesting of the Award or reinvestment in additional shares of Common Stock, Restricted Stock or other Awards.

(d) Clawback/Forfeiture. In the sole discretion of the Committee, an Award may provide that if a Participant breaches a noncompetition agreement, a nonsolicitation agreement or a similar restrictive covenant with the Company or an Affiliate, or a Participant’s employment with the Company is terminated for Cause, the Participant shall be required to promptly repay any gains associated with exercises of Options, SARs or vesting of other Awards during the 12-month period preceding such breach (or termination of employment, as applicable).

(e) Tax Withholding. (i) A Participant shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is hereby authorized to withhold, from any cash, shares of Common Stock, other securities or other property deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding and taxes.

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(ii) Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and are Mature Shares) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability (but no more than the minimum required statutory withholding liability).

(f) No Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or an Affiliate, or other person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or an Affiliate, nor shall it be construed as giving any Participant any rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or any Award agreement. By accepting an Award under the Plan, a Participant shall thereby be deemed to have waived any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the Award beyond the period provided under the Plan or any Award agreement, notwithstanding any provision to the contrary in any written employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement is executed before, on or after the Date of Grant.

(g) International Participants. With respect to Participants who reside or work outside of the United States of America and who are not (and who are not expect to be) “covered employees” within the meaning of Section 162(m) of the Code, the Committee may in its sole discretion amend the terms of the Plan or outstanding Awards with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company or its Affiliates.

(h) Designation and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his death. A Participant may, from time to time, revoke or change his beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate.

(i) Termination of Employment. Unless determined otherwise by the Committee: (i) neither a temporary absence from employment or service due to illness, vacation or leave of absence nor a transfer from employment or service with the Company to employment or service

20

with an Affiliate (or vice-versa) shall be considered a termination of employment or service with the Company or an Affiliate; and (ii) if a Participant’s employment with the Company and its Affiliates terminates, but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity (or vice-versa), such change in status shall not be considered a termination of employment or service with the Company or an Affiliate.

(j) No Rights as a Shareholder. Except as otherwise specifically provided in the Plan or any Award agreement, no person shall be entitled to the privileges of ownership in respect of shares of Common Stock which are subject to Awards hereunder until such shares have been issued or delivered to that person.

(k) Government and Other Regulations. (i) The obligation of the Company to settle Awards in Common Stock or other consideration shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Common Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Common Stock to be offered or sold under the Plan. The Committee shall have the authority to provide that all certificates for shares of Common Stock or other securities of the Company or any Affiliate delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award agreement, the Federal securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system upon which such shares or other securities are then listed or quoted and any other applicable Federal, state, local or non-U.S. laws, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject.

(ii) The Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of shares of Common Stock from the public markets, the Company’s issuance of Common Stock to the Participant, the Participant’s acquisition of Common Stock from the Company and/or the Participant’s sale of Common Stock to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate Fair Market Value of the shares of Common Stock subject to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or delivered, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition of delivery of shares of Common Stock (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof.

21

(l) No Section 83(b) Elections Without Consent of Company. No election under Section 83(b) of the Code or under a similar provision of law may be made unless expressly permitted by the terms of the applicable Award agreement or by action of the Committee in writing prior to the making of such election. If a Participant, in connection with the acquisition of shares of Common Stock under the Plan or otherwise, is expressly permitted to make such election and the Participant makes the election, the Participant shall notify the Company of such election within ten days of filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any filing and notification required pursuant to Section 83(b) of the Code or other applicable provision.

(m) Payments to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.

(n) Nonexclusivity of the Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases.

(o) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person or entity, on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees under general law.

(p) Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with the Plan by any agent of the Company or the Committee or the Board, other than himself.

(q) Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.

22

(r) Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of New York applicable to contracts made and performed wholly within the State of New York, without giving effect to the conflict of laws provisions thereof.

(s) Severability. If any provision of the Plan or any Award or Award agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

(t) Obligations Binding on Successors. The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.

(u) Code Section 162(m) Re-approval. If so determined by the Committee, (i) the Plan shall be submitted for re-approval by the shareholders of the Company no later than the first meeting of shareholders at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the IPO is consummated, and (ii) the provisions of the Plan regarding Performance Compensation Awards shall be submitted for re-approval by the shareholders of the Company no later than the first shareholder meeting that occurs in the fifth year following the year that shareholders previously approved such provisions following the IPO, in each case for purposes of exempting certain Awards granted after such time from the deduction limitations of Section 162(m) of the Code. Nothing in this subsection, however, shall affect the validity of Awards granted after such time if such shareholder approval has not been obtained.

(v) Expenses; Gender; Titles and Headings. The expenses of administering the Plan shall be borne by the Company and its Affiliates. Masculine pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.

*         *         *

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Amendment No. 1 to the Registration Statement No. 333-141876 of our report dated April 4, 2007 (May 17, 2007 as to the effects of the discontinued operations as discussed in Note 15) relating to the consolidated financial statements of Dice Holdings, Inc. and subsidiaries appearing in the Prospectus, which is a part of such Registration Statement, and the financial statement schedules appearing elsewhere in this Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/    Deloitte & Touche LLP

Des Moines, Iowa

May 17, 2007

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in Amendment No. 1 to the Registration Statement No. 333-141876 on Form S-1 of our report dated January 20, 2006 except for Notes 7 and 12 which are dated as of April 4, 2007 and Note 13 which is dated as of May 15, 2007, relating to the balance sheet of Dice Inc. and subsidiaries as of August 31, 2005 (before the purchase transaction as described in Notes 1 and 2) and December 31, 2004, and the related statements of income, stockholders’ equity and comprehensive income, and cash flows for the eight-month period ended August 31, 2005 (before the purchase transaction as described in Notes 1 and 2) and the year ended December 31, 2004, which appear in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/    LWBJ LLP

West Des Moines, Iowa

May 17, 2007

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the use in this Amendment No. 1 to the Registration Statement on Form S-1/A (No. 333-141876) of Dice Holdings, Inc. of our report dated April 4, 2007 relating to the financial statements of eFinancialGroup, which appears in such Registration Statement. We also consent to the references to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

London

17 May 2007

EX-24.2

Exhibit 24.2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints each of Scot W. Melland, Michael P. Durney and Brian P. Campbell, acting singly, his true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to the Registration Statement on Form S-1 of Dice Holdings, Inc. (File No. 333-141876) together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in the Registration Statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.

/S/ JOHN W. BARTER

John W. Barter

Director

Dated: May 16, 2007

CORRESP

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

May 17, 2007

Via EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Dice Holdings, Inc. Amendment No. 1

Registration Statement on Form S-1 (File No. 333-141876)

Ladies and Gentlemen:

On behalf of Dice Holdings, Inc., a Delaware corporation (the “Company”), we submit in electronic form for filing the accompanying Amendment No. 1 to the Registration Statement on Form S-1 (“Amendment No. 1” ) of the Company, together with Exhibits, marked to indicate changes from the Registration Statement as originally filed with the Securities and Exchange Commission (the “Commission”) on April 4, 2007.

Amendment No. 1 reflects the responses of the Company to comments received from the Staff of the Commission (the “Staff”) in a letter from Pamela Long, dated May 3, 2007 (the “Comment Letter”). The discussion below is presented in the order of the numbered comments in the Comment Letter. Certain capitalized terms set forth in this letter are used as defined in the Registration Statement. For your convenience, references in the responses to page numbers are to the marked version of Amendment No. 1 and to the prospectus included therein.

The Company has asked us to convey the following as its responses to the Staff:

General

1. Please include all information that is not subject to Rule 430A in the next amendment, or as soon as possible, including a bona fide estimate of the range of the maximum offering price for the shares and the maximum number of shares offered. This information must be included on the prospectus cover page, as well as in the body of the prospectus. See instruction 1(A) to Item 501(b)(3) of Regulation S-K. We will need adequate time to review this information once it is provided. You must file this amendment prior to circulating the prospectus.

Dice Holdings, Inc.

Page 2

Response to Comment 1

The Company will include all information that is not subject to Rule 430A, including a bona fide estimate of the range of the maximum offering price for the shares and the maximum number of shares offered, on the prospectus cover page, as well as in the body of the prospectus, in a subsequent pre-effective amendment as soon as possible. The Company understands that the Staff will need adequate time to review this information once it is provided to the Staff. The Company has informed us that it further acknowledges that it must file the amendment containing such information prior to circulating the prospectus.

2. All exhibits are subject to our review. Accordingly, please file or submit all of your exhibits with your next amendment, or as soon as possible. Please note that we may have comments on the legal opinion and other exhibits once they are filed. Understand that we will need adequate time to review these materials before accelerating effectiveness.

Response to Comment 2

The Company understands that all exhibits are subject to review by the Staff and that the Staff may have comments on the legal opinion and other exhibits that are filed. Accordingly, the Company is filing as many exhibits as is feasible at this time and will file the remainder of exhibits in a subsequent pre-effective amendment as soon as possible. The Company will allow the Staff sufficient time to review these materials before requesting acceleration of the registration statement’s effectiveness.

3. Prior to the effectiveness of the registration statement, please arrange to have the NASD call us or provide us with a letter indicating that the NASD has cleared the filing.

Response to Comment 3

The Company will arrange to have the NASD call the Staff or provide the Staff with a letter indicating the NASD has cleared the filing prior to the effectiveness of the registration statement.

4. Please do not use smaller type in tables and footnotes as you do on pages 7-10, 38, 44-46, 94 and 95, for example.

Dice Holdings, Inc.

Page 3

Response to Comment 4

The registration statement has been revised in response to the Staff’s comment. Please see pages 10-15, 38-40, 45-48 and 116-118 to Amendment No. 1.

Prospectus Summary, page 1

5. Please present a more balanced discussion of your company, value proposition, benefits, and strategy with the risks that face your company. For example, where you discuss your operating income, also discuss your net losses. Also discuss your bankruptcy, significant debt, and goodwill.

Response to Comment 5

The registration statement has been revised in response to the Staff’s comment to present a more balanced discussion of the Company. For example, see the Prospectus Summary to Amendment No. 1.

6. Please disclose the dividend payments and the reasons for issuing them in light of your net losses and significant debt.

Response to Comment 6

The registration statement has been revised in response to the Staff’s comment. Please see page 5 to Amendment No. 1.

7. Please disclose the total compensation or other remuneration that each of your directors, executive officers and key employees received or will receive from:

• cash distributions in 2006 and 2007.

• equity awards granted prior to and in connection with the offering,

• any proceeds of this offering.

Response to Comment 7

In response to the Staff’s comment, the Company has revised the registration statement to include a table on page 119 detailing the cash distributions received by each of its directors and executive officers in connection with the 2006 Dividend and the 2007 Dividend and a cross reference in the Prospectus Summary to such table. Please see page 5 to Amendment No. 1. The Company has also revised the Prospectus Summary to include a cross-reference to the Principal and Selling Stockholder table, which table discloses the number of shares of common stock each of its executive officers will sell in the offering. Please see page 7 to Amendment No. 1. The Company has informed us that it no longer intends to grant stock options upon consummation of the offering.

Dice Holdings, Inc.

Page 4

Corporate History and Information, page 5

8. Disclose that Dice Inc. was once a public company that filed for bankruptcy in 2003.

Response to Comment 8

The registration statement has been revised in response to the Staff’s comment. Please see page 6 to Amendment No. 1.

9. Please disclose that you will be considered a “controlled” company under the New York Stock Exchange rules and what that means with respect to your corporate governance.

Response to Comment 9

The registration statement has been revised in response to the Staff’s comment. Please see page 6 to Amendment No. 1.

The Offering, page 6

10. Please disclose the terms of the stock options you intend to grant upon consummation of the offering.

Response to Comment 10

The registration statement has been revised to reflect that the Company no longer intends to grant stock options upon consummation of the offering. Please see pages 8, 36 and 127 to Amendment No. 1.

Summary of Historical and Pro Forma Combined Consolidated Financial and Other Data, page 7

11. We note you include “adjusted EBITDA” as an operating performance measure. Item 10(e)(1)(ii)(B) of Regulation S-K prohibits adjusting a non-GAAP measure to eliminate or smooth items identified as non-recurring, infrequent or unusual, when the nature of the charge or gain is such that it is reasonably likely to recur within two years or there was a similar charge or gain within the prior two years. Please explain how the elimination of stock compensation expense, the elimination of the impairment of long-lived assets, and the adjustment to reflect income based on amounts that were properly excluded from the purchase allocation results is a useful measure of operating performance.

Response to Comment 11

The Company has revised the registration statement to remove its presentation of EBITDA and to clarify that Adjusted EBITDA is the primary measure used by management to gauge the Company’s liquidity. Please see pages 13-14 and 75-76 to Amendment No. 1.

Dice Holdings, Inc.

Page 5

12. We further note your statement that EBITDA is being presented because covenants in your Amended and Restated Credit Facility contain ratios based on this measure. If you believe these covenants are material to an investor’s understanding of your financial condition and/or liquidity, please remove this statement and disclose each of the measures as calculated by the debt covenants and address each disclosure item set forth in Question 10 of the Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures.

Response to Comment 12

The Company has removed its presentation of EBITDA from the registration statement and has revised the registration statement to clarify that Adjusted EBITDA is the primary metric used under the covenants in its Amended and Restated Credit Facility to calculate financial covenants. The Company has also revised the Prospectus to address the disclosure items set forth in Question 10 of the Commission’s Frequently Asked Questions Regarding the use of Non-GAAP Measures. Please see pages 13-14 and 75-76 to Amendment No. 1.

13. In addition to presenting EBITDA and Adjusted EBITDA as operating performance measures, it also appears you are presenting this measure as a liquidity measure, as you have made reference to the measure being useful to investors regarding your ability to meet future debt service, capital expenditures and working capital requirements and to fund future growth. Please revise your disclosure to clarify the purpose for the presentations. Furthermore, depending on your determination as to the purpose, please also revise your disclosure, as appropriate, to provide the following, as required by Item 10(e) of Regulation S-K and Questions 8 and 12 of the SEC “Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures:”

• Performance measure: Please state the economic substance behind management’s decision to use EBITDA and Adjusted EBITDA as operating performance measures.

• Performance measure: If you continue to present Adjusted EBITDA, expand your discussion of the limitations to address how the exclusion of the additional adjustments limits the usefulness.

• Performance measure: State how you compensate for the material limitations of using EBITDA and Adjusted EBITDA.

• Performance measure: Please provide substantive reasons why management believes EBITDA provides useful information to investors. Your statement addresses how the measures are useful to investors in terms of a liquidity measure and not an operating performance measure.

• Liquidity measure: Reconcile EBITDA and Adjusted EBITDA to cash flows from operating activities, as the most comparable liquidity GAAP financial measure.

Dice Holdings, Inc.

Page 6

Response to Comment 13

The Company has revised the registration statement to clarify that Adjusted EBITDA is the primary measure used by management to gauge its liquidity. The Company has included a reconciliation of Adjusted EBITDA to cash flows from operating activities in response to the Staff’s comment. Please see pages 13-15 to Amendment No.1.

Risk Factors, page 11

14. All material risks should be described in the risk factors section. If risks are not deemed material, you should not reference them. Please revise the sentence of the first paragraph relating to unidentified risks.

Response to Comment 14

The registration statement has been revised in response to the Staff’s comment. Please see page 16 to Amendment No. 1.

15. Please add a risk factor regarding your 2003 bankruptcy and the events that led to the bankruptcy.

Response to Comment 15

The registration statement has been revised in response to the Staff’s comment. The Company has added a discussion of its 2003 bankruptcy within the Risk Factor “Our history of operations includes periods of operating and net losses, and we may incur operating and net losses in the future. Our significant net losses in periods prior to 2003 led us to declare bankruptcy in early 2003.” This risk factor was added to the registration statement in response to comment 16. Please see page 22 to Amendment No.1. In addition, the Company also discusses the bankruptcy under the Risk Factor “We may be adversely affected by cyclicality or an extended downturn in the United States or worldwide economy, or in or related to the industries we serve.” Please see page 17 to Amendment No. 1.

16. Please add a risk factor regarding your net losses in 2005 and 2006.

Response to Comment 16

The registration statement has been revised in response to the Staff’s comment to add a risk factor regarding its net losses in 2005 and pro forma net losses in 2006. Please see page 22 to Amendment No. 1.

We have a substantial amount of indebtedness…, page 15

17. Quantify the maximum amount of additional debt you can incur under your debt instruments.

Response to Comment 17

The registration statement has been revised in response to the Staff’s comment. Please see page 20 to Amendment No. 1.

Dice Holdings, Inc.

Page 7

18. Please quantify your annual debt service costs, and disclose the impact of a 1% change in the interest rate applicable to your variable rate debt.

Response to Comment 18

The registration statement has been revised in response to the Staff’s comment. Please see page 21 to Amendment No. 1.

19. Disclose that you used borrowings to pay dividends and quantify these amounts.

Response to Comment 19

The registration statement has been revised in response to the Staff’s comment. Please see page 20 to Amendment No. 1.

Failure to establish and maintain effective internal control…, page 20

20. Please disclose whether you have identified any material deficiencies related to your disclosure controls or internal controls.

Response to Comment 20

The registration statement has been revised in response to the Staff’s comment. Please see page 26 to Amendment No. 1.

Use of Proceeds, page 27

21. Please quantify the amount of proceeds you plan to use to repay outstanding debt.

Response to Comment 21

The registration statement has been revised in response to the Staff’s comment. The Company is still in the process of determining the amount of proceeds from the offering it will use to repay outstanding debt and accordingly has left this amount blank in Amendment No. 1. The Company will include such amount in a subsequent pre-effective amendment as soon as the amount of proceeds it plans to use to repay its outstanding debt is determined. Please see page 33 to Amendment No. 1.

22. Since you intend to discharge debt that was incurred within one year, describe how you used the proceeds of such debt. See Instruction 4 to Item 504 of Regulation S-K.

Dice Holdings, Inc.

Page 8

Response to Comment 22

The registration statement has been revised in response to the Staff’s comment. Please see page 33 to Amendment No. 1.

23. We note that you have only reflected the acquisition of eFinancial Group and the disposition of eFinancialNews in your pro forma financial statement. Please also include the following transactions in your pro forma financial statements:

• As you intend to use the proceeds from the initial public offering of your equity securities to repay certain indebtedness, which will materially change your capital structure, please reflect the change in your capital structure as of and for the fiscal year ended December 31, 2006. Please note that if actual interest rates can vary from those depicted, also disclose the effect on income of a 1/8 percent variance in interest rates.

• The dividend payment made on March 23, 2007, to your equity holders and holders of vested stock options, including the additional borrowings under the amended and restated credit facility.

• Conversion of the Series A convertible preferred stock into common stock.

• Issuance of stock options to be granted upon consummation of the offering to employees.

Refer to Rules 11-01(a)(8) and 11-02(b) of Regulation S-X for guidance.

Response to Comment 23

The registration statement has been revised in response to the Staff’s comment. The Company is still in the process of determining the amount of proceeds from the offering that will be used to repay its outstanding indebtedness and the impact this will have on its capital structure. Accordingly, such information has been left blank in Amendment No. 1, but will be included in a subsequent pre-effective amendment as soon as this information has been determined. Please see pages 37-40 to Amendment No. 1. The Company has asked us to inform you that it does not intend to issue stock options upon consummation of the offering and therefore has not included such transaction in its pro forma financial statements.

24. Please revise your introduction to the pro forma financial statements to explain all of the transactions being reflected in the pro forma financial statements. You currently note that the pro forma financial statements reflect the acquisition of eFinancialGroup. You should also discuss the disposition of eFinancialNews and the other transactions noted in our previous comment. Refer to Rule 11-02(b)(2) of Regulation S-X.

Response to Comment 24

The registration statement has been revised in response to the Staff’s comment. The Company has not yet determined the terms of the expected stock split or the estimated use of proceeds from this offering. Accordingly, certain pro forma information has been left blank in Amendment No. 1, but will be included in a subsequent pre-effective amendment as soon as this information has been determined. Please see page 37 to Amendment No. 1 and footnotes 5 and 6 on pages 42-43 to Amendment No. 1.

Dice Holdings, Inc.

Page 9

25. Please revise the pro forma statement of operations to present dividends related to your Series A convertible preferred stock and loss attributable to common stockholders.

Response to Comment 25

The registration statement has been revised in response to the Staff’s comment. Please see pages 39-40 to Amendment No. 1.

26. Please revise the pro forma statement of operations to present pro forma EPS.

Response to Comment 26

The registration statement has been revised in response to the Staff’s comment. The Company is still in the process of determining the terms of the expected stock split. Accordingly, although the Company has included pro forma EPS in its pro forma statement of operations, such information has been left blank in Amendment No. 1. Please see pages 39-40 to Amendment No. 1.

27. We note that the purchase price allocation for your acquisition of eFinancialGroup is substantially complete and that you are presenting the initial purchase price allocation. Please disclose the events or activities that must occur for the allocation to be final and when the allocation is expected to be final.

Response to Comment 27

The registration statement has been revised in response to the Staff’s comment. Please see page 41 to Amendment No. 1.

28. Please revise notes 2 and 3 to clarify that the financial information presented for eFinancialGroup and eFinancialNews is in accordance with US GAAP.

Response to Comment 28

The registration statement has been revised in response to the Staff’s comment. Please page 42 to Amendment No. 1.

29. Please either separately present on the face of the pro forma statement of operation the interest expense adjustments described in notes 4(b) and 4(c) or state the adjustment amounts within the footnote disclosure.

Response to Comment 29

The registration statement has been revised in response to the Staff’s comment. Please see page 42 to Amendment No. 1.

30. For note 4(c), please state the period over which you are amortizing the deferred financing costs.

Dice Holdings, Inc.

Page 10

Response to Comment 30

The registration statement has been revised in response to the Staff’s comment. Please see page 42 to Amendment No. 1.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 39

31. Please explain in greater detail the events that led to the bankruptcy and the parties involved with and the terms of the reorganization.

Response to Comment 31

The registration statement has been revised in response to the Staff’s comment. Please see page 49 to Amendment No. 1.

Critical Accounting Policies, page 41

32. Please tell us what consideration you gave to including estimates of the fair value of acquired assets and liabilities and the realizability of your deferred tax assets. In this regard, we note your disclosure on page F-10 that you believe these two estimates to be significant to your financial statements.

Response to Comment 32

The registration statement has been revised in response to the Staff’s comment. Please see pages 52-53 and 54 to Amendment No. 1.

33. Please address each of the following points regarding your disclosure for goodwill and intangible assets:

• Clarify that you test indefinite-lived intangible assets for impairment separately from goodwill on an annual basis or whenever events or circumstances occur. Also, separately discuss the methods for testing for impairment, the assumptions used, and the sensitivity of those assumptions for indefinite-lived intangible assets and goodwill.

• Revise your disclosure to clarify what you mean by “reporting segment” in terms of testing goodwill for impairment. Specifically, revise your disclosure to state that you test for goodwill impairment at the reporting unit level, including a description of your reporting units. Refer to paragraphs 30-31 of SFAS 142 for guidance.

• Provide a description of the valuation method used to determine the fair value of your reporting units, the material assumptions used in the valuation method, and the sensitivity of those assumptions. Such assumptions should include for a discounted cash flow method, the discount rate used, the revenue growth rates and the operating profit margin, at a minimum. For a comparable business method, an assumption would include the EBITDA multiple used.

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• Disclose your method for testing your indefinite-lived intangible assets for impairment, the material assumptions used and the sensitivity of those assumptions. Also, disclose how you determined your Dice trademarks and brand names have indefinite lives in accordance with paragraph 11 and Appendix A of SFAS 142.

Response to Comment 33

The registration statement has been revised in response to the Staff’s comment. Please see pages 53-54 to Amendment No. 1.

34. We note that for estimating the fair value of stock options you used the average historical volatility rate for a similar entity in your Black-Scholes option-pricing model. Please tell us the name of this entity and explain how you determined this entity is representative of Dice. Tell us the interval and duration of stock prices used to calculate the representative company’s volatility. If you made adjustments to the average historical volatility rate for this entity, please disclose the adjustments made and the reasons for the adjustments.

Response to Comment 34

The Company has informed us that for purposes of estimating the fair value of stock options in its Black-Scholes option-pricing model it used the average historical volatility rate for Monster Worldwide, Inc. The Company has advised us that it determined that this entity is representative of the Company because both Monster Worldwide, Inc. and the Company operate online career websites and job boards. Monster Worldwide, Inc.’s volatility for 2005 was obtained from their Form 10-K for the fiscal year ended December 31, 2005 and their volatility for 2006 was obtained from a third party source. The interval and duration of stock prices used to calculate the representative company’s volatility for 2006 was monthly over four years. No adjustments to the average historical volatility rate for this entity were made.

35. Regarding your disclosure for estimating the fair value of your common stock in connection with granting of stock options, please revise your disclosure to provide a comprehensive analysis of how you estimated the fair value of common stock for each stock option grant date within the last fiscal year through the IPO. Your current disclosure appears to only address the stock options granted on May 2, 2006. At a minimum, your disclosure should include the following:

• A description of how you estimate the fair value of your common stock. When two methodologies are used, please explain why both methodologies are being used, how you are weighting each of the methodologies, and how you determined such weighting is appropriate.

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• A comprehensive discussion of the significant underlying factors and assumptions used in determining the fair value of your common stock. We note that for at least the May 2, 2006 grant date, you utilized the guideline companies approach; please tell us the companies used to arrive at the market multiple.

• State whether the determination of the fair value of your common stock was performed contemporaneously or retrospectively with the issuances of stock options.

• If you rolled forward the estimated fair value of common stock from one grant date to the next, state the significant changes in the financial information used to estimate the fair value of your common stock between each of the periods.

• Once you have determined your estimated IPO price, expand your discussion to address each significant factor contributing to the difference between the fair value of your common stock at the most recent grant date and the estimated IPO price.

Refer to Section 501.14 of the Financial Reporting Codification for additional guidance.

Response to Comment 35

The registration statement has been revised in response to the Staff’s comment. Please see page 55 to Amendment No. 1. Once the estimated IPO price is determined the Company will expand its disclosure to address each significant factor contributing to the difference between the fair value of its common stock at the most recent grant date and the estimated IPO price. The Company has informed us that in using the guideline companies approach, the companies it used to arrive at the market multiple were: Monster Worldwide, Inc., CNET Networks, Inc., Workstream, Inc., HouseValues, Inc., ZipRealty, Inc. and priceline.com, Inc. The Company has also asked us to inform you that the determination of the fair value of its common stock was performed contemporaneously with the issuances of stock options and that it did not roll forward the estimated fair value of common stock from one grant date to the next.

Results of Operations, page 43

36. We note that you have presented combined financial information for fiscal year 2005. Please remove such presentation, as it is not contemplated by Article 11 of Regulation S-X and represents non-GAAP financial information that does not comply with Item 10(e) of Regulation S-K. As you note, the two periods you have combined are not comparable due to the impacts associated with the purchase price allocation. Please note that you should fully discuss the predecessor and successor periods for fiscal year 2005, addressing any material items, events, transactions, et cetera that occurred in each period.

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Response to Comment 36

The Company believes that the presentation of the combined 2005 financial information is more meaningful and helpful to an investor’s understanding of the Company’s results of operations than separate 8-month predecessor and 4-month successor periods. While the Company acknowledges that this presentation is not in accordance with GAAP, in Securities Act Release No. 8350 (December 29, 2003), the Commission stated that:

“the MD&A requirements are intended to satisfy three principal objectives:

• to provide a narrative explanation of a company’s financial statements that enables investors to see the company through the eyes of management;

• to enhance the overall financial disclosure and provide the context within which financial information should be analyzed; and

• to provide information about the quality of, and potential variability of, a company’s earnings and cash flow, so that investors can ascertain the likelihood that past performance is indicative of future performance.”

For the following reasons, the Company believes that using the “combined” 2005 financial information in its MD&A is more consistent with these objectives than using the “uncombined” 8-month predecessor period and 4-month successor period would be:

1. The results of operations for both Dice Inc. and the Company reflect the results of the same business and operations and also reflect the decision making of the same management team. The 2005 Acquisition did not result in any change in the underlying operations of Dice Inc. nor did it result in any changes to the management team. Additionally, the 2005 Acquisition did not result in customer losses or gains, headcount reductions or increases, restructurings, or other changes in the ongoing business of Dice Inc. The Company has informed us that because of this consistency, the Company’s management only considers the “combined” 2005 financial information in assessing the Company’s performance and year-over-year results and that they do not consider the 8-month predecessor period and 4-month successor period on a stand-alone or “uncombined” basis. Therefore, presenting the combined approach allows investors to analyze and assess the performance of the Company on the same basis as management. In addition, management presents the Company’s results of operations to the Company’s Board of Directors on a “combined” basis.

2. There are no comparable periods in any other fiscal year against which investors may make meaningful comparisons to the 8-month predecessor period or the 4-month successor period, which essentially makes any comparison using the predecessor and successor periods confusing and difficult for potential investors to understand. Accordingly, the Company believes that presenting the “combined” periods is the most meaningful and relevant presentation to investors and also provides them with the most appropriate context to facilitate their

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understanding of its results of operations on a comparative basis among fiscal years 2004, 2005 and 2006. The Company also believes that due to the lack of comparable periods to the 8-month predecessor period or the 4-month successor period, the combined approach is the best way to provide information to investors to with which they could compare future periods.

3. Although the purchase accounting adjustments had an effect on the Company’s financial statements as of and for the four month period ended December 31, 2005, most line items in the Company’s statement of operations for that period are not affected by the purchase accounting adjustments. Additionally, the Company believes that it has provided investors with adequate information to assess the affect the purchase accounting adjustments had on those line items most significantly affected by the adjustments (Revenues, Interest Expense and Amortization Expense). Accordingly, the Company believes that investors are able to easily understand the impact of the purchase accounting adjustments on the “combined” 2005 financial information.

4. The predecessor data for the 8-month period ended August 31, 2005 and the successor financial data for 4-month period ended December 31, 2005, respectively, are already presented for investors in the Summary Historical and Pro Forma Combined Consolidated Financial and Other Data section beginning on page 9 of the Prospectus, in the Selected Consolidated Financial Data section beginning on page 45 of the Prospectus and within the introduction to Results of Operations section in the MD&A on pages 56-58 of the Prospectus. The Company believes that the prominent display of the predecessor and successor results gives additional assurance that readers will understand the impact that the purchase accounting adjustments had on the Company’s results. The Company also believes that the presentation of the combined results for fiscal year 2005 on pages 57-58 for purposes only of the MD&A presentation and discussion is appropriate under Item 303 of Regulation S-K because it is the most meaningful way to “enhance a reader’s understanding of its financial condition, changes in financial condition and results of operations.” (See Instruction 1 to Item 303(a) of Regulation S-K.)

37. Please separately quantify the impact changes in volume and pricing have had on your results of operations. Refer to Item 303(A)(3)(iii) of Regulation S-K for guidance.

Response to Comment 37

The registration statement has been revised in response to the Staff’s comment. Please see pages 59, 64 and 69 to Amendment No. 1.

38. We note your discussion on page 12 regarding the significant impact unemployment rates and availability of jobs has on your results of operations. Please revise your disclosure to provide a discussion and analysis of all the material factors impacting your results of operations. Please also note that you have a responsibility to disclose all uncertain trends that could impact your future results as well.

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Response to Comment 38

The registration statement has been revised in response to the Staff’s comment. Please see page 51 to Amendment No. 1.

39. Please revise your disclosure to discuss any material product development activities that have occurred during the period, including the impact or expected impact these activities have had or will have on your results of operations.

Response to Comment 39

The Company has informed us that no material product development activities occurred during the period presented and that no material product development activities are currently contemplated. Accordingly, the Company’s results of operations for the period presented were not affected by product development activities and the Company does not expect that these activities will impact its results of operations over the near term.

40. Considering sales and marketing expenses is the largest expense item impacting your operating results and also has a significant impact on revenue generation, please provide a more comprehensive discussion and analysis of the material marketing efforts that have occurred during the period and the impact those efforts have had on your businesses.

Response to Comment 40

The registration statement has been revised in response to the Staff’s comment. Please see pages 60 and 65 to Amendment No. 1.

41. Please revise your disclosure for the decrease in your effective tax rate to provide a more comprehensive explanation for each period presented of the factors impacting your effective tax rate for the period. In this regard, we note that you attribute the decrease to lower taxable income; however, you attribute the increase in income tax expense to an increase in income before taxes.

Response to Comment 41

The registration statement has been revised in response to the Staff’s comment to add a table reconciling the effective tax rate, which provides a more comprehensive disclosure for each period presented of the factors impacting the Company’s effective tax rate for such period. Please see pages 67 and 71 to Amendment No. 1.

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Liquidity and Capital Resources, page 53

42. Please revise your disclosure for operating activities to include a comprehensive discussion regarding the significant increase in accounts receivable that explains why the increase exceeds the increase in revenues and addresses any increase in collection time.

Response to Comment 42

The registration statement has been revised in response to the Staff’s comment. Please see page 73 to Amendment No. 1.

Amended and Restated Credit Facility, page 55

43. Given that you are highly leveraged, please include a discussion of your material financial debt covenants, including the actual ratio amounts for the most recent period presented, unless management believes that the likelihood of default is remote. See Section 501.03 of the Financial Reporting Codification. Also, please state whether or not you were in compliance with these financial covenants for the most recent period.

Response to Comment 43

The registration statement has been revised in response to the Staff’s comment to include a discussion of its material financial debt covenants and to indicate that the Company was in compliance with the financial debt covenants contained in its Amended and Restated Credit Facility as of March 31, 2007. The Company has also revised the registration statement to add a cross-reference to a discussion of the actual ratio amounts for the most recent fiscal year elsewhere in the MD&A. For a discussion of the Company’s material financial debt covenants, including the actual ratio amounts for the most recent period presented, please see pages 74-76 to Amendment No. 1.

Business, page 59

44. Please include a discussion of the general development of your business over the last five years, as required by Item 101(a) of Regulation S-K. This should include a discussion of your bankruptcy, reorganization, acquisition by the principal shareholders and other significant corporate transactions.

Response to Comment 44

The registration statement has been revised in response to the Staff’s comment. Please see pages 79-80 to Amendment No. 1.

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Intellectual Property, page 67

45. Please disclose the duration and effect of all patents, trademarks and licenses held. See Item 101(c)(I)(iv) of Regulation S-K. Discuss how you may be affected by the fact that some of your copyrights, trademarks and/or service marks have not been registered in the US and/or other jurisdictions.

Response to Comment 45

The Company has informed us that it does not hold any patents. The registration statement has been revised in response to the Staff’s comment to disclose the duration of the material trademarks it holds and to disclose how it might be affected by the fact that some of its copyrights, trademarks and/or service marks have not been registered in the US and/or other jurisdictions. Please see pages 87-88 to Amendment No. 1.

Management, page 70

46. Please briefly describe any arrangement or understanding between any officers or directors pursuant to which he was selected as an officer or director. See Item 401 of Regulation S-K. We note your disclosure that the stockholders agreement contains provisions related to the structure of your board.

Response to Comment 46

The registration statement has been revised in response to the Staff’s comment. Please see page 93 to Amendment No. 1.

47. Please describe the Dice bankruptcy proceedings in the biographies of the executive officers who were executive officers at or within two years before the time of the bankruptcy filing. See Item 401(f)(1) of Regulation S-K.

Response to Comment 47

The registration statement has been revised in response to the Staff’s comment to describe within the biography of each executive officer that they were an executive officer at or within two years before the time of the bankruptcy filing and to include a cross-reference to a more complete description of the bankruptcy proceedings. Please see pages 90-91 to Amendment No. 1.

Compensation Discussion and Analysis, page 74

48. Please briefly explain what the Radford Studies are, and why the compensation committee elects to use the Radford Studies as a basis for comparing and setting executive compensation for the named executive officers. Please also clarify whether the Radford Studies are used to

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compare all compensation or individual elements of compensation payable to the officers. We note your statement under “Benchmarking” that the studies are sometimes used when a named executive officer is scheduled to receive his or her annual raise.

Response to Comment 48

The registration statement has been revised in response to the Staff’s comment. Please see page 96 to Amendment No. 1.

The Process of Setting Executive Compensation, page 74

49. Disclosure in this section states that the compensation committee establishes “targeted total compensation levels (i.e., maximum achievable compensation),” but also that the size of one individual element of compensation does not affect the size of the other. As total compensation would encompass all elements of compensation, please explain why there is no relationship between the size of each of the individual elements.

Response to Comment 49

The registration statement has been revised in response to the Staff’s comment to clarify that the size of one individual element of compensation does, in some respects, affect the Compensation Committee’s determination of what the targeted amount of other components of compensation should be. Please see page 95 to Amendment No. 1.

50. Please elaborate on how the compensation committee ensures that “appropriate equity” exists in the compensation levels among the named executive officers. In this regard, please clarify how Mr. Melland’s compensation, performance targets and objectives are set. We note that he makes recommendations to the committee for other executive officers. Is his compensation then set in relation to the recommendations he makes or the determinations that the compensation committee makes regarding the other officers’ compensation?

Response to Comment 50

The registration statement has been revised in response to the Staff’s comment. Please see page 96 to Amendment No. 1.

Management’s Role in the Compensation Setting Process, page 75

51. We note that Mr. Melland plays a significant role in the compensation-setting process. Please disclose whether the compensation committee approved Mr. Melland’s and Mr. Durney’s recommendations for salary, bonus and option awards for 2006, or discuss the extent to which the committee determined to pay or award compensation other than as recommended.

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Response to Comment 51

The registration statement has been revised in response to the Staff’s comment. Please see page 96 to Amendment No. 1.

Senior Bonus Plan, page 76

52. We note that 35% of the bonus pool is funded according to attainment of the Adjusted EBITDA target, but your discussion does not indicate that the amount of the pool increases in relation to meeting or exceeding this target. Please clarify how the amount of the pool is determined.

Response to Comment 52

The registration statement has been revised in response to the Staff’s comment. Please see page 97 to Amendment No. 1.

53. Please elaborate on how you determine what percentage to apply to an executive’s salary to increase the bonus pool upon attainment of the budget target revenue. Please also explain what you mean when you refer to an executive’s “target rate” and “target bonus amount” and explain how these amounts affect the size of the bonus pool.

Response to Comment 53

The registration statement has been revised in response to the Staff’s comment. Please see pages 97-98 to Amendment No. 1.

54. Most of the discussion in this section seems to explain how the amount of the bonus pool is calculated, but not how the amounts are ultimately allocated among the executives. Please clarify if, once the amount of the pool is calculated, the executives receive bonus in proportion to their relative contributions in the bonus pool calculation, or if the committee then uses discretion to allocate amounts from the pool to each of the officers in greater or lesser amounts based on the listed performance goals and objectives.

Response to Comment 54

The registration statement has been revised in response to the Staff’s comment. Please see page 98 to Amendment No. 1.

55. Please clarify the extent to which the listed performance goals and objectives for each officer are measured objectively, or whether the committee uses discretion to determine whether those goals and objectives have been met.

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Response to Comment 55

The registration statement has been revised in response to the Staff’s comment. Please see page 98 to Amendment No. 1.

Incentive Plans – Cash Incentive Plan, page 87

56. Please remove the statement that the disclosure is qualified and incorporated by reference to the copy of the plan filed as an exhibit to the registration statement. You may qualify disclosure in a prospectus and incorporate by reference only to the extent provided by the form and Rule 411(a) of Regulation C.

Response to Comment 56

The registration statement has been revised in response to the Staff’s comment. Please see page 109 to Amendment No. 1.

Related Party Transactions Policies and Procedures, page 99

57. Please elaborate on your policies and procedures regarding transactions with related persons, consistent with the requirements of Item 404(b) of Regulation S-K. For example, please discuss the types of transactions that are covered and state whether the policies and procedures are in writing or how else they are evidenced.

Response to Comment 57

The registration statement has been revised in response to the Staff’s comment. Please see pages 121-122 to Amendment No. 1.

Principal and Selling Stockholders, page 94

58. Since Messrs. Hodgson and Levy are managing directors of General Atlantic and Messrs. Ezersky and Nordhaus are managing members of QCP GP Investors, please tell us why you did not include the shares held by those shareholders as also beneficially held by the applicable managing directors. Alternatively, please revise the table to include those shares in the rows for these managing directors.

Response to Comment 58

The registration statement has been revised in response to the Staff’s comment. Please see pages 116-118 to Amendment No. 1.

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Certain U.S. Federal Tax Consequences, page 106

59. Please revise the first sentence of this section to clarify that you are summarizing all material anticipated federal tax consequences. Please also remove the statement that the information is for “general information only.” This may suggest to investors that their ability to rely on this information is limited.

Response to Comment 59

The registration statement has been revised in response to the Staff’s comment. Please see pages 129 and 132 to Amendment No. 1.

Where You Can Find More Information, page 115

60. Please remove the sentence in the middle of the paragraph that qualifies statements you make in the prospectus by reference to information outside of the prospectus. Rule 411(a) permits this type of qualification only where contemplated by the form.

Response to Comment 60

The registration statement has been revised in response to the Staff’s comment. Please see page 138 to Amendment No. 1.

Dice Holdings, Inc. Consolidated Financial Statements for the Year Ended December 31, 2006

General

61. Please present on the face of your historical consolidated balance sheets a pro forma balance sheet that reflects the accrual of your 2007 dividend and the related reduction in stockholders’ equity so that a potential investor can clearly understand the impact of this capital transaction on your equity separate from any financing or other material transactions that have occurred subsequent to the balance sheet. Refer to SAB Topic 1:B.3 for guidance.

Response to Comment 61

The Company’s unaudited balance sheet as of March 31, 2007 on page F-29 to Amendment No.1 reflects the 2007 Dividend and related reduction in stockholders’ equity on its face. The Company believes the inclusion of the March 31, 2007 balance sheet eliminates the need to present a pro forma balance sheet for December 31, 2006 reflecting the accrual of the 2007 Dividend.

62. We note that you used a portion of the proceeds of your Amended and Restated Credit Facility to pay a $107.9 million dividend to holders of

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common stock and Series A convertible preferred stock and paid $4.6 million to holders of vested stock options on March 23, 2007 and that you intend to use a portion of the proceeds from this offering to pay down this debt. When dividends are to be paid from the proceeds of the offering, we believe it is appropriate to include pro forma per share data (for the latest year and interim period only) giving effect to the number of shares whose proceeds were to be used to pay the dividend. Please provide such pro forma earnings per share information in your Summary Historical and Pro Forma Combined Consolidated Financial and Other Data as well as your footnote disclosure. Refer to SAB Topic 1:B.3 for guidance.

Response to Comment 62

The registration statement has been revised in response to the Staff’s comment. The Company is still in the process of determining the amount of proceeds from the offering it will use to repay outstanding debt and the terms of the expected stock split. Accordingly, although the Company has included pro forma earnings per share information in “Summary Historical and Pro Forma Combined Consolidated Financial and Other Data” in the Prospectus, such information has been left blank in Amendment No. 1. The Company will include such information in a subsequent pre-effective amendment as soon as the amount of proceeds it plans to use to repay its outstanding debt and the terms of the expected stock split are determined. Please see page 12 to Amendment No. 1.

63. We also note that you paid $11.2 million in dividends to the holders of Series A convertible preferred stock during April 2006, which exceeded earnings for fiscal year 2006. Please tell us what consideration you gave to presenting pro forma EPS for the excess over earnings in accordance with SAB Topic 1:B.3. In this regard, please tell us the business purpose of paying this dividend to the preferred shareholders.

Response to Comment 63

The Company believes that under SAB Topic 1:B.3 it is appropriate that dividends either be given retroactive effect in the balance sheet with appropriate footnote disclosure, or reflected in a pro forma balance sheet when dividends exceed earnings in the current year, even though the stated use of proceeds is other than for the payment of dividends. Pro forma per share data should give effect to the increase in the number of shares which, when multiplied by the offering price, would be sufficient to replace the capital in excess of earnings being withdrawn. Since the terms of the expected stock split have not been determined at this time, the Company will include a presentation of pro forma earnings per share in a subsequent pre-effective amendment as soon as the terms of the stock split are finalized. The Company has advised us that the business purpose for paying the April 2006 dividend to its Series A convertible preferred stockholders was to provide such stockholders with a return on their investment due to the Company’s improved operating results.

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64. We note that you intend to effect a stock split prior to this offering. Please revise your financial statements and your disclosures throughout the filing to give retroactive effect to the expected stock split. Refer to SAB Topic 4:C for guidance. If your auditors believe that only a “draft” report can be presented due to a pending future event such as the stock split, they must include in the filing a signed and dated preface to their “draft” report stating the reason for the “draft” report and that they expect to be in a position to issue the report in the form presented prior to effectiveness. The signed, dated, and unrestricted auditor’s report must be included in the filing prior to effectiveness. See Rule 2-02 of Regulation S-X.

Response to Comment 64

Currently, the Company’s Board of Directors has not determined the ratio for the stock split or approved the stock split. The Company has advised us that, upon approval of the stock split by the Board of Directors, it will include the necessary pro forma balance sheet and give retroactive effect to the stock split. At that time, the Company’s auditors will include the appropriate report.

2. Significant Accounting Policies, page F-7

65. We note that you licensed trademarks, service marks, trade dress, trade secrets, content and similar proprietary rights to third parties. However, you have not included your policy for recognizing such fees in your audited footnotes. Please either include your policy in your footnote disclosure, or tell us why you do not believe such disclosure is required. Please also tell us where on your consolidated statements of operations you recognize such fees.

Response to Comment 65

The Company has advised us that it does not license trademarks, service marks, trade dress, trade secrets, content or similar proprietary rights to third parties for a fee. The Company does license to third parties, on a royalty-free basis, the right to use the content on its career websites. Accordingly, the Company has revised the registration statement to eliminate disclosure that would imply that it licenses its intellectual property to third parties pursuant to license agreements under which it receives a fee. Please see pages 23 and 87 to Amendment No. 1.

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66. We note that you offer recruitment packages, which appear to include multiple revenue-generating activities. Such activities appear to include job listings, access to resume databases, advertisements, and other customer support services. However, your revenue recognition policy does not address arrangements with multiple arrangements. Please tell us what consideration you gave to the guidance in EITF 00-21 regarding your recruitment packages. If you are accounting for these packages under EITF 00-21, please revise your revenue recognition policy accordingly.

Response to Comment 66

The registration statement has been revised in response to the Staff’s comment. Please see page F-7 to Amendment No. 1.

67. We note that your policy for recognizing revenue for the sale of classified job listings is ratably over the contract period or the period of actual usage, if shorter. Please tell us the instances in which revenue is not recognized ratably over the contract period and at what point in the revenue recognition process you begin recognizing revenue ratably over the period of actual usage. It should be clear from your response that your policy complies with US GAAP. If you have accelerated the revenue recognition by recognizing revenue ratably over the period of actual usage during any of the periods presented (successor and predecessor), please quantify the impact to revenues for your accounting and what consideration you gave to disclosing this information within MD&A.

Response to Comment 67

The Company has informed us that although it generally recognizes revenue from the sale of classified job listings ratably over the contract period, it will recognize revenue over the period of actual usage in instances where the customer uses a significant number of the classified job postings it purchased earlier in the contract period rather than on a pro rata basis throughout the term of the contract. The Company acknowledges that in those cases it recognizes revenue over the period of actual usage, which is shorter than the term of the contract. The Company has asked us to advise you that the amount of revenue recognized when the period of actual usage is shorter than the contract term is less than $85,000. The Company did not quantify such amount in its MD&A presentation because of the minimal impact to its revenues.

68. Please confirm to us that you are not required to provide customers purchasing the CD-ROM test preparation exams with periodic updates.

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Response to Comment 68

The Company has informed us that it confirms that it is not required to provide customers purchasing CD-ROM test preparation exams with periodic updates. As disclosed in Amendment No. 1, the Company discontinued the operations of its MeasureUp division during the first quarter of 2007, which is the division that sold CD-ROM test preparations exams. As a result, the Company no longer sells CD-ROM test preparation exams.

69. We note that you offer advertising services and that general website advertising does not generate a significant portion of your revenue. Please tell us the amount of revenue generated from advertisements for each period presented (successor and predecessor). If the revenue generated from advertisements, either sold separately or as part of your recruitment packages, is material to revenues, please revise your disclosures to include your policy for recognizing revenue related to advertisements.

Response to Comment 69

The Company has informed us that the amount of revenue generated from advertisements for the three months ended March 31, 2006 and 2007 and the fiscal years ended 2004, 2005 and 2006, was $269,000 and $409,000, respectively, and $930,000, $1,076,000 and $1,352,000, respectively, and $728,000 and $348,000 for the eight months ended August 31, 2005 and the four months ended December 31, 2005, respectively. The registration statement has been revised in response to the Staff’s comment to disclose the Company’s policy for recognizing revenue related to advertisements. Please see page F-8 to Amendment No. 1.

70. We note from your disclosure on page 64 that eFinancialCareers.com also earns revenue from distribution agreements in which it “powers the job boards of an additional 40 websites in the finance sector.” Please revise your disclosure to include your policy for recognizing revenues from these distribution agreements.

Response to Comment 70

The Company has informed us that eFinancialCareers.com does not earn revenue from its distribution agreements to “power the job boards of an additional 40 websites in the finance sector.” The Company has revised the registration statement to clarify that such distribution agreements are not a source of revenue. Please see page 85 to Amendment No. 1.

71. We note that you offer your customers sales discounts. Please provide us with an explanation of the sales discounts and any other consideration provided to your customers. We note that you recognize sales discounts as a reduction of accounts receivable. Please tell us how your accounting complies with EITF 01-9.

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Response to Comment 71

The registration statement has been revised in response to the Staff’s comment to explain the sales discounts and other consideration provided by the Company to its customers and to disclose how the Company’s accounting complies with EITF 01-9. Please see page F-7 to Amendment No. 1. The Company has informed us that customers’ sales discounts relate to differences in price due to longer term contracts with lower monthly sales. All contracts, regardless of duration, are recognized ratably over the contract period at the net amount.

Indefinite-Lived Acquired Intangible Assets, page F-9

72. We note that you have classified the Dice trademarks and brand names as having an indefinite-life. We also note that you do have copyrights, trademarks and/or service marks that have not been registered. Please confirm to us that you have registered the Dice trademarks and brand names that are classified as having indefinite-lives.

Response to Comment 72

The Company has informed us that it has registered the Dice trademarks and brand names that are classified as having indefinite-lives.

3. Acquisition of Dice Inc., page F-12

73. We note that you issued 111,800 shares of Series A convertible preferred stock with a stated fair value of $111.8 million on August 31, 2005, the date the acquisition of Dice closed, as part of the financing of the acquisition cost. Please revise your disclosure to state how you estimated the fair value of your Series A convertible preferred stock as of August 31, 2005 in accordance with paragraph 51.d of SFAS 141. Please also refer to paragraphs 20-23 of SFAS 141 for additional guidance.

Response to Comment 73

The Company has informed us that the 111,800 shares of Series A convertible preferred stock issued on August 31, 2005 were issued in exchange for cash and not in exchange for the assets of Dice Inc. The Company used the cash proceeds from the issuance of the Series A convertible stock to finance, in part, the 2005 Acquisition. The holders of Dice Inc.’s outstanding common stock, options and warrants did not receive any shares of the Company’s capital stock in exchange for their holdings; they only received cash. Since the Company issued the 111,800 shares of Series A convertible preferred stock in exchange for cash, the Company has informed us that it believes this equals the fair value of the shares issued on August 31, 2005 in accordance with paragraphs 51.d of SFAS 141. The registration statement has been revised to clarify that the Company received cash in exchange for the Series A convertible preferred stock it sold on August 31, 2005. See page F-13 to Amendment No. 1.

Dice Holdings, Inc.

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74. We note that you have identified technology as a separate intangible asset. Please tell us the composition of your technology asset including the corresponding amounts.

Response to Comment 74

The Company has informed us that the identified technology intangible asset is comprised solely of internally generated technology including the integration of the various software that forms the core search functionality.

75. We note that as part of your acquisition of Dice on August 31, 2005, you acquired the database of resumes, which appears to be a significant aspect of your operations. However, it is unclear whether you identified this database as a separate intangible asset. Paragraph A27 of SFAS 141 contemplates that databases can be separate intangible assets from goodwill even without copyright protection. Please tell us what consideration you gave to recognizing an identifiable intangible asset for the resume databases. If you have included this intangible asset within technology, please tell us the amount allocated to the resume databases. Furthermore, if the resume database intangible is within technology, considering the amount of the technology intangible asset, the value assigned to the resume databases is considerably lower than what would be expected for an intangible asset that appears to be a significant aspect of your operations. As such, also provide us with a detailed explanation of how you estimated the fair value of the resume database.

Response to Comment 75

The Company has informed us that as part of the 2005 Acquisition, it acquired a database of resumes, which it identified as a separate intangible asset valued at $15.0 million. This asset is referred to as “Candidate database” in Note 3 to the Company’s financial statements on page F-14 of Amendment No. 1. The Company has advised us that as discussed in paragraph A27 of SFAS 141, even if the future economic benefit of a database does not arise from legal rights, it meets the separability criterion for recognition as an asset apart from goodwill. Based on this guidance, the Candidate database was identified as a separate intangible asset.

Dice Holdings, Inc.

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76. We note that you license to third parties trade secrets. If trade secrets are not included within your technology intangible asset, please tell us how you determined not to recognize a separate intangible asset for trade secrets. Refer to paragraph A28 of SFAS 141 for guidance.

Response to Comment 76

The Company has informed us that it does not license trade secrets to third parties. The Company has revised the registration statement to eliminate references to the licensing of trade secrets to third parties. Please see pages 23 and 87 to Amendment No.1.

4. Acquisition of eFinancialGroup Limited, page F-15

77. We note that you issued 7,872 shares of Series A convertible preferred stock with a stated fair value of $25.2 million on October 31, 2006, the date the acquisition closed, as part of the financing of the acquisition cost. Please revise your disclosure to state how you estimated the fair value of your Series A convertible preferred stock as of August 31, 2005 in accordance with paragraph 51.d. of SFAS 141. Please also refer to paragraphs 20-23 of SFAS 141 for additional guidance.

Response to Comment 77

The registration statement has been revised in response to the Staff’s comment. Please see page F-15 to Amendment No. 1.

78. Please tell us if you acquired resume databases with the acquisition of eFinancialGroup. If you did, please address the need for a separate intangible asset for the resume database, if you did not already include within the technology intangible asset. If you included resume databases within the technology intangible asset, please provide us with a detailed explanation of how you estimated the fair value of the resume database.

Response to Comment 78

The Company has informed us that as part of the eFinancialGroup Acquisition, it acquired a database of resumes. This intangible asset was identified as a separate intangible asset and is referred to as “Candidate database” in Note 4 to the Company’s financial statements on page F-16 of Amendment No. 1. The amount recognized for Candidate databases was $3.5 million. The Company has advised us that as discussed in paragraph A27 of SFAS 141, even if the future economic benefit of a database does not arise from legal rights, it meets the separability criterion for recognition as an asset apart from goodwill. Based on this guidance, the Candidate database was identified as a separate intangible asset.

Dice Holdings, Inc.

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10. Convertible Preferred Stock, page F-21

79. We note that you have issued and outstanding Series A convertible preferred stock on August 31, 2005 and October 31, 2006 for which the holder has the option to convert the preferred shares on a one-for-one basis into common stock. Please provide us with your analysis of how you determined the embedded conversion option is not required to be bifurcated, classified as a liability and marked-to-market each reporting period. Your analysis should clearly address paragraph 12 of SFAS 133 and EITF 00-19, as appropriate.

Response to Comment 79

Paragraph 12(a) of SFAS 133 states that an entity should not bifurcate an embedded derivative if its economic characteristics and risks are clearly and closely related to those of the host contract. Paragraph 60 of SFAS 133 adds that if the host contract encompasses a residual interest in an entity, then its economic characteristics and risks should be considered that of an equity instrument and an embedded derivative would need to possess principally equity characteristics (related to the same entity) to be considered clearly and closely related to the host contract. The Company’s Series A convertible preferred stock (the host contract) contains an embedded option to convert into common stock, is not redeemable and has a liquidation preference. Holders of Series A convertible preferred stock only receive dividends if and when the holders of common stock receive dividends and are equal in rank with the holders of common stock in receiving dividends, which dividends are not cumulative. Accordingly, the Company believes because its Series A convertible preferred stock is not redeemable and the Series A convertible preferred stock (host contract) holds a residual interest in the Company, the conversion option should not be bifurcated. The Company has also informed us that EITF 00-19 does not apply.

80. We note that the Series A convertible preferred stock has a liquidation preference of $1,000 per share. Please confirm to us that the liquidation preference disclosed is the same for all outstanding Series A convertible preferred stock. In this regard, we note that the Series A convertible preferred stock issued in connection with the eFinancialGroup acquisition was at a fair value of $3,198 per share.

Dice Holdings, Inc.

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Response to Comment 80

The liquidation preference for all outstanding shares of Series A convertible preferred stock is $1,000 per share.

11. Stock Based Compensation, page F-22

81. We note that for the stock options granted on November 7, 2005, you used the estimated fair value of the Series A preferred stock issued on August 31, 2005. Please revise your disclosure to explain how you determined the estimated fair value of your Series A preferred stock is representative of the fair value of your common stock.

Response to Comment 81

The registration statement has been revised in response to the Staff’s comment. Please see page F-23 to Amendment No. 1.

82. We note that for your stock option grants on November 1, 2006 and December 5, 2006 that your starting point for estimating the fair value of common stock on those dates was the estimated fair value of your Series A convertible preferred stock of $3,198 per share issued in connection with your acquisition of eFinancialGroup. Please address each of the following points:

• Ensure that your disclosure regarding how the estimated fair value of Series A convertible preferred stock is representative of the fair value of your common stock also considers these two stock option grant dates.

• Revise your disclosure to provide a comprehensive discussion of the specific adjustments made to the $3,198 per share starting point for the dividend payment issued on October 2006 that reduced your then outstanding stock option exercise prices by $89 and the incurrence of additional debt. If the additional debt you are referring to is the debt incurred to acquire eFinancialGroup, please explain why this debt was not already considered when estimating the fair value of the Series A convertible preferred stock.

Response to Comment 82

The registration statement has been revised in response to the Staff’s comment. Please see pages F-22-F-23 to Amendment No. 1. The Company has informed us that the $3,198 per share value determined in the eFinancialGroup Acquisition is not related to the reduction in exercise price. In addition, the disclosure has been revised to clarify the treatment of the reduction in exercise price. Please see page F-23 to Amendment No. 1.

83. Regarding the first paragraph on page F-24, please clarify that this discussion relates only to the stock option grant that occurred on May 2, 2006. Otherwise, please revise your footnotes to the other three stock option grant dates.

Dice Holdings, Inc.

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Response to Comment 83

The registration statement has been revised in response to the Staff’s comment. Please see page F-23 to Amendment No. 1.

14. Segment Information, page F-26

84. Please revise your disclosure to include the general information about your reportable segments required by paragraph 26 of SFAS 131.

Response to Comment 84

The registration statement has been revised in response to the Staff’s comment. Please see page F-26 to Amendment No. 1.

85. We note that you have included Corporate costs within DCS Online. Please either revise to separately present Corporate costs, or tell us how you determined such presentation complies with SFAS 131.

Response to Comment 85

The Company has informed us that it includes Corporate costs within DCS Online. The Company believes such presentation complies with SFAS 131. Paragraph 10b of SFAS 131 states that an operating segment is one “whose operating results are regularly reviewed by the enterprise’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, among other criteria.” The Company’s corporate costs primarily include personnel costs related to executives and certain support staff and professional fees. The operating results regularly reviewed by the chief operating decision maker includes the corporate costs in the result of operations of the DCS Online segment. The Company believes it was not the intent of SFAS 131 to require the Company to report financial information externally that is not already being provided to the chief operating decision maker. This is consistent with Paragraph 81 in SFAS 131 which states in part that “the Board decided that the information to be reported about each segment should be measured on the same basis as the information used by the chief operating decision maker for purposes of allocating resources to segments and assessing segments’ performance. That is a management approach to measuring segment information as proposed in the Exposure Draft. The Board does not think that a separate measure of segment profit or loss or assets should have to be developed solely for the purpose of disclosing segment information.” The registration statement has been revised to explicitly note that Corporate costs are included in the DCS Online segment. Please see pages F-26 and F-41 to Amendment No. 1.

Dice Holdings, Inc.

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eFinancialGroup Limited Consolidated Financial Statements for the Ten Months Ended October 31, 2006

1. Accounting Policies, page F-52

Turnover, page F-52

86. We note that eFinancialCareers’ revenues are primarily generated from job postings and distribution agreements. Please revise the revenue recognition policy to clearly state how you recognize revenue for these revenue-generating activities. Currently, it is unclear if your discussion of subscriptions is for your job postings and distribution agreements.

Response to Comment 86

The Company has informed us that eFinancialCareers.com does not earn revenue from its distribution agreements. The registration statement has been revised to clarify that such distribution agreements are not a source of revenue. Please see page 85 to Amendment No. 1.

Share Options, page F-53

87. Please revise to state how you accounted for your share options prior to January 1, 2006 under UK GAAP and US GAAP.

Response to Comment 87

The registration statement has been revised in response to the Staff’s comment. Please see page F-69 and F-80 to Amendment No. 1.

3. Operating Profit, page F-54

88. Please revise this disclosure to clarify how the items listed roll up to the consolidated profit and loss account on page F-49.

Response to Comment 88

The registration statement has been revised in response to the Staff’s comment. Specifically, the table has been revised to show how the items roll up to the consolidated profit and loss account line items. Please see page F-70 to Amendment No. 1. The Company has advised us that the footnote on Operating Profit is a UK statutory requirement.

*  *  *  *

Dice Holdings, Inc.

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If you have any questions concerning the above responses, please do not hesitate to contact either the undersigned at (212) 373-3025 or Brett D. Nadritch at (212) 373-3360.

Sincerely,

/s/ JOHN C. KENNEDY

John C. Kennedy, Esq.

cc:	Brian P. Campbell, Esq.
	Dice Holdings, Inc.
	Michael Kaplan, Esq.
	Davis Polk & Wardwell