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                                                                 Exhibit 10.10

                            STOCK PURCHASE AGREEMENT

          STOCK PURCHASE AGREEMENT, dated July 10, 2000, among Webhire, Inc., a
Delaware corporation (the "Company"), Korn/Ferry International, a Delaware
corporation ("KFI"), SOFTBANK Capital Partners LP ("Softbank"), GMN Investors
II, L.P. ("Gemini"), Aventine International Fund and Bricoleur Partners II, L.P.
(together "Bricoleur" and, together with Gemini, the "Financial Investors" and,
together with KFI, Softbank and Gemini the "Investors").

          1.   PURCHASE AND SALE

          (a)  Upon the terms and subject to the conditions of this Agreement,
               the Investors will severally purchase, and the Company will issue
               and sell to the Investors, 6,808,512 newly issued shares of
               Common Stock, par value $.01 per share, of the Company (the
               "Shares"), for a purchase price of $2.35 per share on the third
               business day following the date on which the conditions under
               Sections 4(c) and 5(c) have been satisfied, or such other date as
               the parties may mutually agree (the "Closing Date"). A list of
               the Investors and their several purchase obligations is set forth
               on Schedule 1(a).

          (b)  On the Closing Date, the Company shall deliver to the Investors
               stock certificates representing the Shares against payment to the
               Company by wire transfer of the aggregate purchase price of
               $16,000,003.40 to an account designated by the Company.

          2.   REPRESENTATIONS AND COVENANTS OF THE COMPANY

          The Company represents and warrants to, and covenants and agrees with,
the Investors as follows:

          (a)  ORGANIZATION AND AUTHORIZATION. The Company is a corporation duly
               organized, validly existing and in good standing under the laws
               of the State of Delaware, with full power and authority to carry
               on its business as presently conducted. The Company is duly
               qualified in good standing to do business in Massachusetts, and
               there is no other jurisdiction in which the failure to so qualify
               would have a material adverse effect on its business or
               operations. All actions on the part of the Company necessary for
               the authorization, execution and delivery of this Agreement and
               the other agreements and instruments contemplated hereby have
               been taken, and this


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               Agreement constitutes and the other agreements and instruments
               will constitute valid and legally binding obligations of the
               Company, enforceable in accordance with their terms, subject to
               bankruptcy, insolvency, fraudulent transfer, reorganization,
               moratorium and similar laws of general applicability relating to
               or offering creditors' rights and to general equity principles.

          (b)  CAPITALIZATION. As of the date hereof, the Company has an
               authorized capital stock consisting of 30,000,000 shares of
               Common Stock and 5,000,000 shares of preferred stock, par value
               $.01 per share. As of July 5, 2000, there were 14,613,622 shares
               of Common Stock, options for 2,388,150 shares of Common Stock,
               warrants for 199,218 shares of Common Stock and no shares of
               preferred stock outstanding. Except as set forth above or on
               Schedule 2(b), there are no options, warrants or commitments of
               any kind relating to the capital stock of the Company, including
               any preemptive or other rights to purchase the Shares, other than
               the preemptive rights previously granted to Softbank and stock
               options issued in the ordinary course of business.

          (c)  THE SHARES. When issued and delivered in accordance with the
               terms of this Agreement, the Shares will be duly and validly
               authorized and issued, fully paid and non-assessable.

          (d)  EXCHANGE ACT REPORTS. The Company's reports on Form 10-K for the
               fiscal year ended September 30, 1999, Forms 10-Q for the quarters
               ended December 31, 1999 and March 31, 2000, and proxy statement
               for the stockholders meeting on March 15, 2000, complied with the
               requirements of the Securities Exchange Act of 1934, as amended,
               and the rules promulgated thereunder, and did not contain any
               untrue statement of a material fact, or omit to state any
               material fact required to be stated therein or necessary to make
               the statements therein not misleading.

          (e)  FINANCIAL STATEMENTS. The audited consolidated balance sheets of
               the Company as of September 30, 1998 and 1999, and the unaudited
               consolidated balance sheet as of March 31, 2000, and the related
               statements of earnings for each of the fiscal periods then ended,
               fairly present the financial position of the Company as of such
               dates and the results of its operations for the periods then
               ended in accordance with U.S. generally accepted accounting
               principles applied on a consistent basis,


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               subject in the case of the interim financial statements to normal
               year-end adjustments and the absence of footnotes. Since March
               31, 2000 and other than reductions in the Company's cash balances
               as a result of operating losses, there has not been any material
               adverse change in the financial position or the earnings or
               operations of the Company that has not been publicly disclosed or
               disclosed to the Investors.

          (f)  INTELLECTUAL PROPERTY. To the best of the Company's knowledge,
               the Company has the valid and enforceable right to use each of
               the material patents, trademarks, trade names and copyrights used
               by the Company in the conduct of its business and such use in the
               conduct of its business does not conflict with valid rights of
               others.

          (g)  COMPLIANCE. To the best of the Company's knowledge, the Company
               (i) has complied in all material respects with all material
               federal, state, local and foreign laws, regulations and orders
               applicable to its business, and (ii) has obtained all federal,
               state, local and foreign governmental licenses, registrations and
               permits necessary for the conduct of its business, and such
               licenses, registrations and permits are in full force and effect.

          (h)  NO CONFLICT. The execution and delivery of this Agreement and the
               performance of the Company's obligations hereunder will not (i)
               violate or be in conflict with provisions of any law, rule or
               regulation, any order, judgment or award of any court or other
               agency of government or arbitrator, or any provision of the
               Certificate of Incorporation or By-Laws of the Company, (ii)
               violate, be in conflict with, result in a breach of, or
               constitute (with or without notice or lapse of time or both) a
               default under any indenture, lease or other material agreement or
               instrument to which the Company is a party or by which it or any
               of its properties is bound, or (iii) result in the creation or
               imposition of any material lien, charge or encumbrance upon any
               of its properties or assets.

          (i)  NO CONSENTS. Assuming the accuracy of the Investors'
               representations and warranties in Section 3(d), no consent,
               approval or authorization of or declaration or filing with any
               governmental authority or other person or entity on the part of
               the Company is required in connection with the execution or
               delivery of this


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               Agreement or the consummation of the transactions contemplated
               hereby, except for obtaining shareholder approval.

          (j)  LITIGATION. Except as previously disclosed to the Investors,
               there is no litigation or proceeding pending or, to the best of
               the Company's knowledge, threatened against the Company or its
               properties or business, which is likely to have a material
               adverse effect on the financial condition, business or operations
               of the Company, or which seeks to prevent the consummation of the
               transactions contemplated by this Agreement.

          (k)  FINDERS. There is no investment banker, broker, finder,
               consultant or other intermediary that has been retained by, or is
               authorized to act on behalf of, the Company who is entitled to
               any fee or commission upon consummation of the transactions
               contemplated by this Agreement other than fees which may be due
               to U.S. Bancorp Piper Jaffray Inc., which will be paid by the
               Company.

          (l)  LISTING. The Shares to be issued to the Investors pursuant to
               this Agreement will be approved for listing on the Nasdaq
               National Market on or prior to the Closing Date.

          (m)  PROXY STATEMENT. The information contained in the proxy statement
               delivered to shareholders of the Company pursuant to Section 8
               will comply with the requirements of the Securities Exchange Act
               of 1934, as amended, and the rules promulgated thereunder, and
               will not contain any untrue statement of a material fact, or omit
               to state any material fact required to be stated therein or
               necessary to make the statements therein not misleading.

          3.   REPRESENTATIONS OF THE INVESTORS

          Each of the Investors represents and warrants to the Company as
follows:

          (a)  ORGANIZATION. The Investor is a corporation or partnership duly
               organized, validly existing and in good standing under the laws
               of its jurisdiction of incorporation or formation, with full
               power and authority to enter into and perform this Agreement.

          (b)  NO CONSENTS. No consent, approval or authorization of or
               declaration or filing with any governmental authority


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               or other person or entity on the part of the Investor is required
               in connection with the execution or delivery of this Agreement or
               the consummation of the transactions contemplated hereby.

          (c)  FINDERS. There is no investment banker, broker, finder,
               consultant or other intermediary that has been retained by, or is
               authorized to act on behalf of, the Investor who is entitled to
               any fee or commission upon consummation of the transactions
               contemplated by this Agreement. Other than the fees which may be
               due to Credit Suisse First Boston, which will be paid by KFI.

          (d)  INVESTMENT. The Investor is an "accredited investor" within the
               meaning of Regulation D under the Securities Act of 1933 (the
               "1933 Act"), and is acquiring the Shares for its own account for
               investment and not with a view to resale or distribution.

          (e)  ACCESS TO INFORMATION. The Investor has received all the
               information it requested from the Company in determining whether
               to purchase the Shares. It has had an opportunity to ask
               questions and receive answers from the Company regarding the
               terms and conditions of the terms of the transactions
               contemplated by the Agreement and the business, properties,
               prospects and final condition of the Company.

          4.   CONDITIONS TO OBLIGATIONS OF THE INVESTORS

          The obligations of the Investors to consummate the transactions
contemplated by this Agreement are subject to the satisfaction at or prior to
the Closing Date of the following conditions (but not (c) or (d) in the case of
Section 6):

          (a)  No preliminary or permanent injunction or other binding order,
               decree or ruling issued by a court or governmental agency shall
               be in effect which shall have the effect of preventing the
               consummation of the transactions contemplated by this Agreement.

          (b)  All representations and warranties of the Company contained in
               this Agreement shall be true in all material respects at and as
               of the Closing Date as though made at such time, and the Company
               shall have performed and complied in all material respects with
               all covenants and conditions required by this Agreement to be
               performed or complied with by it prior to or on the Closing Date.


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          (c)  The Company shall have obtained shareholder approval of the
               issuance of the Shares pursuant to this Agreement.

          (d)  The Investors shall have received from McDermott, Will & Emery,
               counsel to the Company, an opinion, dated as of the Closing Date,
               addressed to the Investors in the form attached hereto as Exhibit
               4.

          (e)  All corporate and other proceedings required to carry out the
               transactions contemplated by this Agreement, and all instruments
               and other documents relating to such transactions, shall be
               reasonably satisfactory in form and substance to Sullivan &
               Cromwell, counsel to KFI, and the Investors shall have been
               furnished with such instruments and documents as such counsel
               shall have reasonably requested.

          (f)  In addition, the obligation of KFI to convert its bridge
               promissory note and otherwise acquire shares pursuant to this
               Agreement shall be subject to the Company receiving at least $7
               million from the issuance of shares to the other Investors
               pursuant to the Agreement.

          5.   CONDITIONS TO OBLIGATIONS OF THE COMPANY

          The obligations of the Company to consummate the transactions
contemplated by this Agreement are subject to the satisfaction at or prior to
the Closing Date of the following conditions:

          (a)  No preliminary or permanent injunction or other binding order,
               decree or ruling issued by a court or governmental agency shall
               be in effect which shall have the effect of preventing the
               consummation of the transactions contemplated by this Agreement.

          (b)  All representations and warranties of the Investors contained in
               this Agreement shall be true in all material respects at and as
               of the Closing Date as though made at such time, and the
               Investors shall have performed and complied in all material
               respects with all covenants and conditions required by this
               Agreement to be performed or complied with by them prior to or on
               the Closing Date.

          (c)  The Company shall have obtained shareholder approval of the
               issuance of the Shares pursuant to this Agreement.


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          6.   BRIDGE LOAN

          Within five (5) business days following execution of this Agreement
and thereafter until the Closing Date, KFI and Softbank shall severally lend to
the Company, pro rata based on the number of Shares set forth opposite their
names on Schedule 1(a), up to an aggregate of $6 million, as required by the
Company, upon the terms and conditions set forth in the form bridge promissory
note attached hereto as Exhibit 6.

          7.   CROSS-PROMOTION AGREEMENT

          The Company and KFI shall enter into a Cross-Promotion Agreement prior
to the Closing Date that will contain the following terms:

          (a)  KFI will be the exclusive top-tier executive search firm to whom
               the Company refers clients for search services.

          (b)  KFI and the Company will commit to cross-promotional activities
               for each other's services.

          (c)  KFI and the Company will explore opportunities to jointly develop
               and cross-license technologies.

          The Company and KFI agree to negotiate such agreement in good faith
following the execution of this Agreement.

          8.   SHAREHOLDER APPROVAL

          The Company shall hold a shareholder meeting to approve the issuance
of the Shares pursuant to this Agreement as promptly as possible following the
execution of this Agreement and use its best efforts to solicit such approval.
The Company shall also use its best efforts to take all other actions and obtain
all other consents or waivers necessary to enable it to consummate the
transactions contemplated by this Agreement as promptly as possible following
the execution of this Agreement, including ensuring that no state takeover law
or anti-takeover provision of the Company is applicable to the transactions
contemplated by this Agreement.

          In that regard, the Company shall prepare and file with the Securities
and Exchange Commission (the "SEC") and all other appropriate governmental
agencies a proxy statement and all other documents or amendments thereto
required or necessary to solicit shareholder approval of the issuance of the
Shares pursuant to this Agreement. The Company shall provide the Investors with
an opportunity to review and comment on such documents and amendments and
correspondence to and from the SEC.


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          The Company shall recommend to its shareholders that they approve the
issuance of the Shares pursuant to this Agreement.

          From the date of this Agreement until the earlier of the issuance of
the Shares to the Investors pursuant to this Agreement or the termination of
this Agreement, the Company shall not solicit or negotiate any proposal,
disclosure or communication to the Company of any takeover proposal which would
preclude the consummation of the transactions contemplated hereby or any
alternative transaction to the transactions contemplated by this Agreement. The
Company shall promptly notify the Investors of any such actions taken by third
parties.

          Softbank agrees to vote all its shares of Common Stock of the Company
in favor of the transactions contemplated by this Agreement.

          The obligations of the Company and Softbank set forth in this Section
8 shall not be affected by the commencement, public proposal, public disclosure
or communication to the Company by any third party of any takeover proposal or
any alternative transaction to the transactions contemplated by this Agreement.

          9. BOARD OF DIRECTORS

          KFI shall be entitled to appoint one member of the Company's Board of
Directors on the Closing Date, which shall, as of the Closing Date, consist of
six or seven directors including the director approved by KFI. For so long as it
owns at least 5% of the Company's outstanding Common Stock, KFI shall be
entitled to nominate one director each time the class of directors in which its
representative serves is subject to election. The KFI director shall have access
to any information available to any other director, unless counsel for the
Company reasonably determines that such access is likely to waive the Company's
attorney-client privilege or result in a breach of the Board's fiduciary duties.
The Company shall reimburse all reasonable expenses incurred by the KFI director
relating to attendance at Board and Board committee meetings and other
activities on behalf of the Company.

          10. RIGHT OF FIRST NEGOTIATION

          So long as KFI owns at least 5% of the outstanding Common Stock, KFI
will be entitled to notice (which shall set forth all material information) and
have a right of first negotiation for a period of 10 business days following
such notice in the event that the Company proposes to (i) sell equity securities
of the Company in, or agree to, a transaction that would result in a


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person (other than Softbank) owning 20% or more of the Company's fully diluted
share capital after the issue, (ii) sell all or substantially all of its assets
to a third party, or (iii) merge with a third party if the Company will not be
the surviving person and the holders of the Company's outstanding voting
securities immediately prior to such merger hold less than a majority of the
outstanding voting securities of the surviving entity.

          In the event that the Company receives an unsolicited offer for a
transaction subject to this Section 10 and the Company determines to consider
that offer or other similar transactions, the Company shall send KFI the written
notice specified above promptly after having made its determination to consider
a transaction, and during the negotiation period shall (i) negotiate with KFI in
good faith regarding such unsolicited offer or any offer made by KFI with
respect to a similar transaction and (ii) shall not negotiate or enter into any
agreement with, provide any information to or solicit any offer from any third
party other than KFI. In addition, the Company shall be free to accept or reject
any offers made by KFI during the negotiation period in the sole discretion of
its Board of Directors or a committee thereof. Any KFI representative on the
Company's Board of Directors shall be recused from any discussions or decisions
regarding the Company's negotiations with KFI hereunder. In furtherance of the
foregoing, the Company shall not be deemed to be in breach of this Section 10 if
it subsequently accepts an offer which is equivalent to, or less favorable to
the Company and its shareholders than, an offer made by KFI during the
negotiation period.

          11. TRANSFER

          (a)  TRANSFER RESTRICTIONS. The Investors will not make any
               disposition of any of the Shares unless and until the transferee
               has agreed in writing for the benefit of the Company to be bound
               by this Section 11(a), and:

               (i)  (There is then in effect a registration statement under the
                    1933 Act hereof covering such proposed disposition and such
                    disposition is made in accordance with such registration
                    statement; or

               (ii) ((A) The Investor shall have notified the Company of the
                    proposed disposition and shall have furnished the Company
                    with a detailed statement of the circumstances surrounding
                    the proposed disposition, and (B) if reasonably requested by
                    the Company, the Investor shall have furnished the Company
                    with an


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                    opinion of counsel, reasonably satisfactory to the Company
                    that such disposition will not require registration under
                    the 1933 Act;

PROVIDED, HOWEVER, the conditions in clause (i) and (ii) of this Section (a)
shall not apply to any transfer by the Investor to any entity that controls, is
controlled by, or under common control with, the Investor and is not an
operating company.

          (b)  LEGEND. Each Investor understands that the certificates
               evidencing the Shares may bear the following legend:

          "These securities have not been registered under the Securities Act of
          1933, as amended. Except as otherwise provided in the Stock Purchase
          Agreement, dated July 10, 2000, they may not be sold, offered for
          sale, pledged or hypothecated in the absence of a registration
          statement in effect with respect to the securities under such Act or
          an opinion of counsel satisfactory to the Company that such
          registration is not required."

          12.  REGISTRATION RIGHTS

          (a)  DEMAND REGISTRATION. Commencing one year after the Closing Date,
               the holders (other than the Financial Investors) of at least 30%
               of the Shares held by Investors other than the Financial
               Investors may make up to two requests, in writing, that the
               Company use its best efforts to effect, as expeditiously as
               possible, the registration of any or all of the Shares then held
               by such Investors on a registration statement on Form S-3 (or any
               successor form); PROVIDED, HOWEVER, that the Company shall only
               be obligated to effect two such registrations under this Section
               12(a).

          (b)  FINANCIAL INVESTOR REGISTRATION. The Company shall:

               (i)  subject to receipt of necessary information from the
                    Financial Investors, prepare and file with the Securities
                    and Exchange Commission (the "SEC"), as soon as practicable,
                    but in no event later than thirty (30) days after the
                    Closing Date, a registration statement on Form S-3 (the
                    "Financial Investor Registration Statement") to enable the
                    resale of the Shares purchased by the Financial Investors
                    from time to time through the automated quotation system of
                    the Nasdaq Stock Market or in privately-negotiated
                    transactions;


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               (ii) use its reasonable best efforts, subject to receipt of
                    necessary information from the Financial Investors, to cause
                    the Financial Investor Registration Statement to become
                    effective as soon as practicable, but in no event later than
                    ninety (90) days after the Financial Investor Registration
                    Statement is filed by the Company; and

               (iii) use its reasonable efforts to prepare and file with the SEC
                    such amendments and supplements to the Financial Investor
                    Registration Statement and the prospectus used in connection
                    therewith as may be necessary to keep the Financial Investor
                    Registration Statement current and effective for a period
                    not exceeding with respect to each Financial Investor's
                    Shares purchased hereunder, the earlier of (i) the second
                    anniversary of the Closing Date, (ii) the date on which such
                    Financial Investor may sell all Shares then held by such
                    Financial Investor without restriction by the volume
                    limitations of Rule 144(e) of the Securities Act or (iii)
                    such time as all Shares purchased by such Financial
                    Investors under this Agreement have been sold pursuant to a
                    registration statement or otherwise transferred.

          (c)  The Company may postpone for up to 180 days the filing or the
               effectiveness of a registration statement for a registration
               pursuant to Section 12(a) or Section 12(b) if the Company's board
               of directors determines that such registration could reasonably
               be expected to have a material adverse effect on any proposal or
               plan by the Company or any of its subsidiaries to engage in any
               acquisition of assets (other than in the ordinary course of
               business) or any merger, consolidation, tender offer,
               reorganization or similar transaction. The Company shall not be
               obligated to effect any registration under Section 12(a) within
               90 days after the completion of any underwritten public offering
               of its stock.

          (d)  "PIGGY-BACK" REGISTRATION. If the Company prepares to file a
               registration statement under the 1933 Act in connection with the
               public offering of the Company's common equity securities
               (including any registration for other shareholders) the Company
               shall so notify the Investors (other than the Financial
               Investors) and such Investors may have any or all of


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               its Shares so included in such registration. Notwithstanding any
               other provision of this Section 12(d), if the representative of
               the underwriters managing such offering advises the Company in
               writing that the number of shares of Common Stock proposed to be
               sold in any such offering or sale is greater than the number of
               shares which the representative believes feasible to sell at that
               time at the price and upon the terms approved by the Company,
               there shall be included in such registration and underwriting (i)
               first, the number of securities proposed to be sold by the
               Company and (ii) second, the number of shares to be included in
               the registration and underwriting by selling stockholders on a
               pro rata basis based upon the number of shares that each of such
               stockholders desires to register.

          (e)  EXPENSES OF REGISTRATION. Except for underwriting discounts and
               commissions applicable to the Investors' Shares, the Company
               shall be responsible for all expenses in connection with any
               registration of Shares hereunder (other than underwriting
               discounts and commissions), including, without limitation, all
               registration, filing, qualification, printers and accounting
               expenses, and fees and disbursements of both counsel for the
               Company and counsel for the Investors.

          (f)  INDEMNIFICATION. With respect to any registration pursuant to
               this Section 12, the Company will provide customary
               indemnification for the Investors and any underwriter of Shares
               sold by the Investors (and any of their directors, officers and
               controlling persons) and the Investor's right to participate in
               any underwritten offering will be subject to its execution of a
               customary underwriting agreement.

          (g)  ASSIGNMENT OF REGISTRATION RIGHTS. The rights pursuant to this
               Section 12 may be assigned by an Investor together with any
               transfer of Shares, provided the transfer complies with the
               applicable terms of this Agreement. As used in this Section 12,
               the term Investor includes any such assignee.

          (h)  RESTRICTIONS ON SALES. During the period beginning 10 days prior
               to and ending 90 days after the effective date of a registration
               statement of the Company filed under the 1933 Act and relating to
               an underwritten offering by the Company, KFI shall not, to the
               extent requested by the Company and any managing underwriter of
               such offering, directly or indirectly, sell, offer or contract to
               sell (including, without limitation, any short sale), grant any
               option to purchase or otherwise transfer or


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               dispose of (other than to its affiliates or pursuant to gifts to
               donees who agree to be similarly bound) and Shares at any time
               during such period except Shares covered by such registration
               statement.

          13.  PREEMPTIVE RIGHTS

          For so long as KFI holds 5% or more of the Company's outstanding
common stock, the Company will give KFI notice each time the Company proposes to
offer any shares of, or securities convertible into or exercisable for any
shares of, any class of its capital stock (other than in a transaction exempt
from this Section 13 in the following paragraph). Within 30 days of receiving
such notice, KFI may agree to purchase or obtain, at the same price and on the
same terms as such offer, up to that portion of such securities which equals the
proportion that the number of shares of Common Stock issued and held, or
issuable upon conversion and exercise of all convertible or exercisable
securities then held, by KFI bears to the total number of shares of Common Stock
then outstanding (assuming full conversion and exercise of all convertible or
exercisable securities then outstanding).

          The preemptive rights in this Section 13 shall not be applicable (i)
to the issuance or sale of Common Stock (or options therefor) to employees,
consultants and directors, pursuant to a stock option or grant plan or similar
benefit program or arrangement approved by the Board of Directors, (ii) to the
issuance of securities in connection with a bona fide business acquisition of or
by the Company, whether by merger, consolidation, sale of assets, sale or
exchange of stock or otherwise, (iii) to the issuance of securities upon the
exercise of warrants or options or pursuant to the conversion or exercise of
convertible securities outstanding on the date thereof, (iv) as a result of any
reclassification, stock split or stock dividend on Shares outstanding on the
date thereof, (v) to the issuance of securities to a strategic partner other
than a KFI Competitor (as defined below) or Jobtrak Corporation, (vi) to a
lender in connection with credit arrangements, financing or similar transactions
or (vii) in connection with an underwritten offering. For purposes of this
Agreement, KFI Competitor shall mean any of: Egon Zehnder, Heidrick & Struggles,
TMP Worldwide, Russell Reynolds Assoc. and Spencer Stuart and any other top tier
firm that is similarly a significant competitor of KFI in retained executive
search services that is added to such list by KFI in writing and is consented to
by the Company, which consent shall not be unreasonably withheld.


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          14. STANDSTILL AGREEMENT

          KFI and its affiliates shall not, directly or indirectly, (a) acquire
beneficial ownership of any Common Stock of the Company or securities
convertible into or exchangeable for Common Stock (except, in any case, by way
of stock dividends or other distributions or offerings made available to holders
generally), or (b) authorize or make a tender, exchange or other offer that
would result in such an acquisition, if the effect of such acquisition would be
to increase KFI's ownership to a level above 30% of the outstanding Common Stock
(other than as a result of the exercise of preemptive rights under Section 13).
KFI further agrees that, except by virtue of its representation on the Board of
Directors of the Company: (a) it will not act, alone or in concert with others,
to seek to affect or influence the Board of Directors or the control of the
management of the Company or the businesses, operations, affairs, financial
matters or policies of the Company, (b) it will not initiate or propose any
stockholder proposal or action or make, or in any way participate in or
encourage, directly or indirectly, any "solicitation" of "proxies" to vote or
written consents, or seek to influence any person or entity with respect to the
voting of or consenting with respect any of the Company's voting securities, or
become a "participant" in a "solicitation" (as such terms are defined in
Regulation 14A under the Securities Exchange Act of 1934, as in effect on the
date hereof) in any election contest with respect to the election or removal of
any of the Company's directors or in opposition to the recommendation of the
majority of the directors of the Company with respect to any other matter; or
(c) join a partnership, limited partnership, syndicate or other group, or
otherwise become a "person" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, with any person other than an affiliate of KFI
for the purpose of acquiring, holding, voting or disposing of the Company's
voting securities.

          The provisions of this Section 14 shall not limit KFI's ability to
negotiate with the Company pursuant to Section 10. In addition, in the event
that the Board of Directors of the Company shall approve or recommend a
transaction described in clauses (i) through (iii) of Section 10 with a party
other than KFI, then KFI shall be permitted to make and consummate a competing
transaction proposal to or with the Company, its Board of Directors or its
shareholders; provided, however, that the Company shall have no obligations to
KFI to accept or consider such proposal.


                                       14
<PAGE>

          15. CONFIDENTIALITY

          Each Investor will treat and hold as confidential any and all
information relating to the business and affairs of the Company furnished to it
pursuant to this Agreement and not generally known or available to the public
(other than as a result of breach of this Agreement) and shall refrain from
using any of such information or trading in the Company's securities on the
basis thereof except in connection with this Agreement or as compelled by
judicial or administrative process or by requirement of law. Each Investor
acknowledges that the Company would be irreparably damaged if such confidential
information were disclosed to or utilized by or on behalf of persons other than
the Investors, the Company or their respective affiliates.

          16. MISCELLANEOUS

          (a)  FEES AND EXPENSES. The Company shall pay its own expenses
               incurred in connection with its execution, delivery and
               performance of this Agreement, including the reasonable fees and
               expenses of KFI's counsel.

          (b)  SURVIVAL AND TERMINATION. All representations and warranties made
               herein shall survive for two years after the Closing Date and
               shall continue in full force and effect after delivery of and
               payment for the Shares. All covenants and agreements herein shall
               survive until the earlier of five years after the Closing Date or
               when KFI ceases to hold at least 5% of the Company's outstanding
               Common Stock; PROVIDED, HOWEVER, the covenants in Sections 8, 10,
               13 and 14 shall terminate upon the sale of all or substantially
               all of the assets or outstanding capital stock of the Company or
               any merger or reorganization including the Company and as a
               result of which the holders of the Company's outstanding Common
               Stock immediately prior to such transaction do not hold at least
               a majority of the outstanding voting securities in the entity
               surviving such transaction.

          (c)  MODIFICATION AND WAIVER. No amendment or modification of the
               terms or provisions of this Agreement shall be binding unless the
               same shall be in writing and duly executed by the parties hereto.
               No waiver of any of the provisions of this Agreement shall be
               deemed to or shall constitute a waiver of any other provision
               hereof. No delay on the part of any party in exercising any
               right, power or privilege hereunder shall operate as a waiver
               thereof.

          (d)  ENTIRE AGREEMENT. This Agreement sets forth the entire
               understanding of the parties with respect to the


                                       15
<PAGE>

               subject matter hereof. Any previous agreement or understandings
               between the parties regarding such subject matter are merged into
               and superseded by this Agreement; provided, however, that this
               Agreement shall not be deemed to supercede the prior purchase
               agreement between the Company and Softbank, which remains in
               effect.

          (e)  SEVERABILITY. In case any provision in this Agreement shall be
               invalid, illegal or unenforceable, the validity, legality and
               enforceability of the remaining provisions shall not in any way
               be affected or impaired thereby.

          (f)  NOTICES. All notices, consents or other communications hereunder
               shall be in writing, and shall be deemed to have been duly given
               and delivered when delivered by hand, or when mailed by
               registered or certified mail, return receipt requested, postage
               prepaid, or when received via telecopy or other electronic
               transmission, in all cases addressed to the party for whom
               intended at its address set forth below:

          If to KFI:

                           Korn/Ferry International
                           1800 Century Park East
                           Los Angeles, CA 90067
                           Attention:  Chief Financial Officer

                           Telephone:  (310) 226-2613
                           Facsimile:  (310) 553-8640

               with a copy to:

                           Sullivan & Cromwell
                           1888 Century Park East, Suite 2100
                           Los Angeles, CA 90067
                           Attention:  Steven B. Stokdyk, Esq.

                           Telephone:  (310) 712-6624
                           Facsimile:  (310) 712-8800


                                       16
<PAGE>

          If to Softbank:

                           1188 Centre Street
                           Newton, MA  02459
                           Attention:  Charles R. Lax

                           Telephone:  (617) 928-9300
                           Facsimile:  (617) 928-9301

          If to Gemini:

                           c/o Gemini Investors LLC
                           20 William Street
                           Wellesley, MA  02481
                           Attention:  Jeff Newton

                           Telephone:       (781) 237-7001
                           Facsimile:       (781) 237-7233

          If to Bricoleur:

                           8910 University Center Lane #570
                           San Diego, CA  92122
                           Attention:  Dan Wimsatt

                           Telephone:       (858) 597-1708
                           Facsimile:       (858) 597-9843

          If to the Company:

                           Webhire, Inc.
                           91 Hartwell Avenue
                           Lexington, MA 02421
                           Attention:  President

                           Telephone:  (781) 869-5000
                           Facsimile:  (781) 869-5060

               with a copy to:

                           McDermott, Will & Emery
                           28 State Street
                           Boston, MA 02109
                           Attention:  John J. Egan, P.C.

                           Telephone:  (617) 535-4040
                           Facsimile:  (617) 535-3800


                                       17
<PAGE>

or such other address as either party shall have designated by notice in writing
to the other party given in the manner provided by this Section.

          (g)  PUBLICITY. Until six months following the Closing Date, the
               Investors' and the Company shall consult with each other before
               issuing any press release or otherwise making any public
               statement with respect to the transactions contemplated hereby,
               and shall not issue any such press release or make any such
               public statement prior to approval by the other party, which will
               not be unreasonably withheld except as may be required by law.

          (h)  NO IMPLIED RIGHTS. Nothing herein express or implied, is intended
               to or shall be construed to confer upon or give to any person,
               firm, corporation or legal entity, other than the parties hereto
               and their affiliates, any interests, rights, remedies or other
               benefits with respect to or in connection with any agreement or
               provision contained herein or contemplated hereby.

          (i)  ASSIGNMENT. This Agreement may not be assigned by either party
               without the prior written consent of the other party except by
               KFI to an affiliate provided the assignee agrees to be bound by
               the terms of this Agreement as though named as an original party
               hereto.

          (j)  GOVERNING LAW. This Agreement shall be governed by and construed
               in accordance with the laws of the State of New York.

          (k)  COUNTERPARTS. This Agreement may be executed in one or more
               counterparts, each of which shall be deemed to be an original,
               but all of which shall constitute one and the same instrument.


                                       18
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
          be duly executed as of the date first above written.


                                            WEBHIRE, INC.


                                            By: /s/ Gaz Crittenden
                                                -------------------------------


                                            KORN/FERRY INTERNATIONAL


                                            By: /s/ Illegible
                                                -------------------------------


                                            SOFTBANK CAPITAL PARTNERS LP


                                            By: /s/ Charles R. Lax
                                                -------------------------------


                                            GMN INVESTORS II, L.P.


                                            By: /s/ James J. Goodman
                                                -------------------------------


                                            AVENTINE INTERNATIONAL FUND


                                            By: /s/ Daniel P. Wimsatt, CFA
                                                -------------------------------


                                            BRICOLEUR PARTNERS II, L.P


                                            By: /s/ Illegible
                                                -------------------------------
<PAGE>

                                  SCHEDULE 1(a)

<TABLE>
<CAPTION>
                                           PURCHASE PRICE               SHARES
                                           --------------               ------
<S>                                        <C>                         <C>
Korn/Ferry International                   $ 8,000,001.60              3,404,256
SOFTBANK Capital Partners LP                 4,000,000.80              1,702,128
GMN Investors II, L.P.                       2,000,000.40                851,064
Aventine International Fund                  1,011,675.20                430,500
Bricoleur Partners II, L.P.                    988,325.40                420,564
                                           --------------              ---------
Total                                      $16,000,003.40              6,808,512
</TABLE>
<PAGE>

                                  SCHEDULE 2(b)

          Pursuant to the terms of the Yahoo! Inc. and Webhire, Inc. Services
Agreement, dated as of June 3, 1999, by and between Yahoo! Inc. ("Yahoo") and
the Company (the "Yahoo Agreement"), in the event the Yahoo Agreement is renewed
for an additional year, the Company is obligated to issue to Yahoo a warrant to
purchase an aggregate of up to one percent (1%) of the total number of
outstanding shares of the Company's Common Stock as of June 3, 2000 at an
exercise price equal to the average closing price of the Company's Common Stock
for the thirty (30) trading days prior to June 3, 2000. The Company has served
Yahoo with notice of its intention to renew the Yahoo Agreement; however, the
Company and Yahoo are presently negotiating revisions to the Yahoo Agreement
which, if implemented, will eliminate the requirement of issuing an additional
warrant to Yahoo.