Jefferies & Company, Inc.

Exhibit H

Xxxxxxxxx & Company, Inc.

000 Xxxxxxx Xxxxxx

Xxx Xxxx, XX 00000

February 15, 2011

To Dice Holdings, Inc. and the persons and entities listed on Annex A hereto:

Reference is made to the lock-up agreements dated December 3, 2010 (the “Lock-up Agreements”) of the persons or entities listed on Annex A hereto (the “Dice Related Persons”) and the sale restrictions applicable to Dice Holdings, Inc. (the “Company”) pursuant to Section 5(k) of the Underwriting Agreement, dated December 9, 2010, (the “Company Sale Restrictions”).  Terms used herein but not defined herein shall have the meaning set forth in the Lock-up Agreements.

The undersigned hereby waives the provisions of the Lock-up Agreements and the Company Sale Restrictions to the extent necessary to permit the proposed public offer, issuance and sale of Securities currently contemplated to be led by Xxxxxxxxx & Company, Inc. (including the purchase of shares of common stock from certain members of management and directors described in the prospectus supplement relating to the public offering).  This waiver is limited to, and is only effective for, the public offering described here, and shall not obligate Xxxxxxxxx & Company, Inc. to agree to any consents, waivers or releases in the future.  This waiver letter shall be governed by, and construed in accordance with, the laws of the State of New York.

	Very truly yours, Xxxxxxxxx & Company, Inc.
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx Xxxx
		Title:	Managing Director

Accepted and agreed to on

this 15th day of February 2011

Dice Holdings, Inc.

By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Senior Vice President, Finance and Chief Financial Officer

ANNEX A

Directors and Officers of the Company

Xxxx X. Xxxxxx

Xxxx X.X. Xxxxxx

Xxxxx X. Xxxxxxxx

Xxxxxxx X. Xxxxxx

Xxxxx Xxxxxx

Xxxx Xxxxx

Xxxx X. Xxxxxxx

Xxxxxxxxx Xxxxxxx

Xxxxxx Silver

Xxxxxxx X. Xxxxx

H. Xxxxxxx Xxxxxxx

Xxxxx X. Xxxxxxx

Xxxxx X. Xxxxxxx

Selling Stockholders of the Company

General Atlantic Partners 79, L.P.

General Atlantic Partners 84, L.P.

GAP Coinvestments CDA, L.P.

GapStar, LLC

GAP- W, Holdings, L.P.

GAP Coinvestments III, LLC

GAP Coinvestments IV, LLC

GAPCO GmbH& Co., KG

Quadrangle GP Investors II LP

Quadrangle Capital Partners II LP

Quadrangle Select Partners II LP

Quadrangle Capital Partners II-A LP