EXHIBIT 4.5


                     AMENDMENT NO. 1 TO THE EARTHWEB INC.
                           1998 STOCK INCENTIVE PLAN

     Amendment No. 1 (this "Amendment") to the EarthWeb Inc. 1998 Stock
Incentive Plan (the "Plan") as of November 17, 1998:

     WHEREAS, the Plan was adopted by the Board of Directors of EarthWeb Inc.
(the "Company") on November 9, 1998; and

     WHEREAS, as of November 17, 1998, the Board of Directors of the Company
approved this Amendment;

     NOW, THEREFORE, the Plan is hereby amended in the manner set forth below.

     1.  The first sentence of Section 3(a) of the Plan shall be deleted in its
entirety and be replaced by the following:

     "Subject to the provisions of Section 10, below, the maximum aggregate
number of Shares which may be issued pursuant to Awards initially shall be
375,000 Shares, plus an annual increase to be added on the first day of the
Company's fiscal year beginning in 2000 equal to two percent (2%) of the number
of Shares outstanding as of such date or a lesser number of Shares determined by
the Administrator."

     2.  Except as amended hereby, the Plan remains unchanged and in full force
and effect and is hereby ratified, confirmed and reconfirmed.

     3.  All references from and after the date hereof to the Plan, whether
contained in any agreement, instrument, document, note, certificate or writing
of any kind or character, shall be deemed to mean the Plan as amended by this
Amendment.

     IN WITNESS WHEREOF, this Amendment has been executed as of the date first
set forth above.

                                        EarthWeb Inc.

                                        By:    /s/ Jack D. Hidary
                                           --------------------------
                                           Jack D. Hidary
                                           President and Chief Executive Officer