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                                                                    Exhibit 10.4


                                               CONFIDENTIAL TREATMENT REQUESTED
                                    UNDER 17 C.F.R. SECTIONS 200.93 AND 230.496




                                [HOOVER'S LOGO]




                                   May 9, 2001

                                                                    CONFIDENTIAL

Employee Name
Home Address
City, State ZIP

Re:    Severance Provisions

Dear [NAME]:

       The following letter (the "Severance Agreement") sets forth certain
severance benefits to which you would be entitled in the event of the
termination of your employment as [TITLE] of Hoover's, Inc. (the "Company")
under certain circumstances defined below.

       1.    SEVERANCE PAYMENTS -

                   a.    BASELINE. You will be entitled to receive three (3)
                         months' salary in the event that you are terminated by
                         the Company at any time following execution of this
                         Severance Agreement, except that: (i) you will be
                         entitled to additional severance subject to the
                         conditions in paragraphs (b) and (c) below; and (ii)
                         you will not be entitled to such payment in the event
                         of your termination for Cause (as defined below).

                   b.    CHANGE OF CONTROL OF THE COMPANY. Following a Change
                         of Control (as defined below) of the Company, you will
                         receive payment equal to six (6) months' salary at
                         your then current rate in the event that you are
                         terminated by the Company at any time during the
                         twelve (12) months following completion of such Change
                         of Control, except that you will not be entitled to
                         such payments in the event of your termination for
                         Cause.

                   c.    CHANGE IN CHIEF EXECUTIVE OFFICER. Following any
                         commencement of employment by a new Chief Executive
                         Officer of the Company (other than Patrick J. Spain),
                         you will receive payment equal to six (6) months'
                         salary at your then current rate in the event that you
                         are terminated by the Company at any time during the
                         twelve (12) months following commencement of
                         employment by such new Chief Executive Officer, except
                         that you will not be entitled to such payments in the
                         event of your termination for Cause.

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       2.    ADDITIONAL EMPLOYEE BENEFITS. In addition to the severance payments
             described above, the Company will continue to pay your health and
             disability insurance premiums for a period of time equal to the
             applicable severance payment period (three (3) or six (6) months,
             as the case may be). No other employee benefits will be continued.

       3.    EARNED BONUSES AND COMMISSIONS. In the event that you are entitled
             to severance payments as described above, you will also be entitled
             to any bonuses or commissions only in the event that ALL defined
             criteria for such bonus have been FULLY met as of the date of the
             termination, regardless of whether the bonus period has been
             completed. For example, if an affected employee is entitled to
             receive a bonus based on fiscal year revenue of $100 million, and
             the employee is terminated following the end of the third quarter
             at which point the Company has generated revenues of greater than
             $100 million, then the employee would be entitled to such bonus.
             However, if the bonus criteria required the revenue target and
             effective management of the employee's department as determined by
             the CEO, employee would not be entitled to the bonus even if the
             CEO acknowledged that employee had successfully met the effective
             management criteria in the first three quarters of the fiscal year.

       4.    EMPLOYEE RESTRICTIONS - We each recognize that due to the nature of
             your employment, and your relationship with the Company, you have
             had and will have access to, and have acquired and will acquire,
             and have assisted and will assist in developing, confidential and
             proprietary information relating to the business and operations of
             the Company including, without limitation, Trade Secrets (as
             defined below) and additional confidential and proprietary
             information with respect to its present and prospective services,
             technologies, systems, clients, customers, agents, and sales and
             marketing methods. You acknowledge that such information has been
             and will be of central importance to the Company's business and
             that disclosure of it to or its use by others could cause
             substantial loss to the Company. We each also recognize that an
             important part of your duties have been and will continue to be to
             develop good will for the Company through your personal contact
             with the Company's clients, and that there is a danger that this
             good will, a proprietary asset of the Company, may follow if and
             when your relationship with the Company is terminated.

                   a.    You agree that during the term of your employment with
                         the Company and at any time thereafter, you will not
                         disclose any Trade Secret of the Company without the
                         prior written consent of the Company, which may be
                         withheld by it in its sole and absolute discretion,
                         except in connection with your duties to the Company.
                         You further acknowledge that all Records (as defined
                         below) are and shall remain the exclusive property of
                         the Company, and agree that upon termination of your
                         employment with the Company you shall return all
                         Records in your possession.

                   b.    You agree that during the term of your employment with
                         the Company, and for any period for which you receive
                         payments under Section 1 above (three (3) or six (6)
                         months, as the case may be):

                                1.    You will not directly or indirectly, in
                                      any jurisdiction where the Company is
                                      operating (currently North America and
                                      Western Europe) on the date of such

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                                2.    termination, whether as a partner,
                                      proprietor, employee, consultant, agent
                                      or otherwise, participate or engage in
                                      any business with any of the following
                                      companies without the prior written
                                      consent of the Company:

                                      a.    [*]
                                      b.    [*]
                                      c.    [*]
                                      d.    [*]
                                      e.    [*]
                                      f     [*]
                                      g.    [*]
                                      h.    [*]
                                      i.    [*]

                                2. In addition, you would be restricted from
                                employment with [*]; provided that in order to
                                enforce this non-competition restriction as
                                against such an additional entity, the Company
                                shall have given notice to you of the inclusion
                                of such additional entity to the restricted
                                employer list at least thirty (30) days prior to
                                the date on which you were terminated; provided
                                that if the existence of such new company does
                                not become generally known within the business
                                community until after your termination, the
                                Company shall have thirty (30) days from the
                                earlier of the date on which it became aware of
                                the existence of such entity, or the date on
                                which it should reasonably have become aware of
                                the existence of such entity based on publicly
                                available information, to inform you of the
                                application of this provision to such entity.

                                3. You will not directly or indirectly (for your
                                own account, or for the account of others)
                                interfere with, solicit, or accept for yourself,
                                or for the benefit of anyone other than the
                                Company, any of the clients or customers of the
                                Company, at the time of said termination, or any
                                potential clients or customers solicited or
                                being solicited by the Company at the time of
                                such termination or within the period one (1)
                                year prior thereto, or perform any services of
                                any competitive nature in connection with said
                                clients or customers for anyone other than the
                                Company,

                                4. You further agree that you shall not,
                                directly or indirectly, urge any client (or
                                customer) or potential client (or potential
                                customer) of the Company to discontinue
                                business, in whole or in part, or not do
                                business, with the Company.

                                5.    You further agree that you shall not, at
                                      any time, directly or indirectly,
                                      solicit, hire or arrange to hire any
                                      person who at the time of such hire or
                                      within three (3) months prior to the time
                                      of such hire was an employee of the
                                      Company, or for yourself or for any
                                      business entity with which you may be, or
                                      may be planning to be, affiliated or
                                      associated with, or otherwise interfere
                                      with the retention of employees that the
                                      Company desires to retain as such.


--------------------
[*] Indicates that material has been omitted and confidential treatment
requested therefor. All such material has been filed separately with the
Commission pursuant to Rule 406.

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             a.    You expressly acknowledge and agree (i) that the
                   restrictions set forth herein are reasonable, in
                   terms of scope, duration, geographic area, and
                   otherwise, (ii) that the protections afforded to
                   the Company hereunder are necessary to protect its
                   legitimate business interests, and (iii) that the
                   agreement to observe such restrictions form a
                   material part of the consideration for this
                   Severance Agreement.

       6.    DEFINITIONS.

             a.    "Cause" is defined as follows:

                         1.     You have been or are guilty of (i) a criminal
                                offense involving moral turpitude, (ii)
                                criminal or dishonest conduct pertaining to the
                                business or affairs of the Company (including,
                                without limitation, fraud and
                                misappropriation), (iii) any act or omission
                                the intended or likely consequence of which is
                                material injury to the Company's business,
                                property or reputation, which act or omission
                                continues uncured for a period of ten (10) days
                                after you have received written notice from the
                                Company, and (iv) gross negligence or willful
                                misconduct which continues uncured for a period
                                of ten (10) days after you have received written
                                notice from the Company;

                         2.     You persist, for a period of ten (10) days after
                                written notice from the Company, in a course of
                                conduct reasonably determined by the Company to
                                be in material violation of your duties to the
                                Company, including without limitation duties of
                                care, loyalty and/or fiduciary duties;

                         3.     Your death; or

                         4.     The continuous and uninterrupted inability to
                                perform your duties on behalf of the Company, by
                                reason of accident, illness, or disease, for a
                                period of sixty (60) days from the first day of
                                such inability to perform his duties.

             b.    "Change of Control" is defined as follows:

                         1.     The acquisition by any individual, entity or
                                group (within the meaning of Section 13(d)(3)
                                or 14(d)(2) of the Securities Exchange Act of
                                1934, as amended (the "Exchange Act")) (a
                                "Person") of beneficial ownership (within the
                                meaning of Rule 13d-3 promulgated under the
                                Exchange Act) of 35% or more of either (A) the
                                then-outstanding shares of common stock of the
                                Company (the "Outstanding Company Common
                                Stock") or (B) the combined voting power of the
                                then-outstanding voting securities of the
                                Company entitled to vote generally in the
                                election of directors (the "Outstanding Company
                                Voting Securities"); provided, however, that,
                                for purposes of this Section, the following
                                acquisitions shall not constitute a Change of
                                Control: (i) any acquisition directly from the
                                Company, (ii) any acquisition by the Company,
                                or (iii) any acquisition by any employee
                                benefit plan (or related trust) sponsored or
                                maintained by the Company or any affiliated
                                company.

                         2.     Individuals who, as of the date hereof,
                                constitute the Board (the Incumbent Board")
                                cease for any reason to constitute at least a
                                majority of the Board;

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                                provided, however, that any individual becoming
                                a director subsequent to the date hereof whose
                                election, or nomination for election by the
                                Company's shareholders, was approved by a vote
                                of at least a majority of the directors then
                                comprising the Incumbent Board shall be
                                considered as though such individual were a
                                member of the Incumbent Board, but excluding,
                                for this purpose, any such individual whose
                                initial assumption of office occurs as a result
                                of an actual or threatened election contest with
                                respect to the election or removal of directors
                                or other actual or threatened solicitation of
                                proxies or consents by or on behalf of a person
                                other than the Board.

                         3.     Consummation of a reorganization, merger,
                                consolidation or sale or other disposition of
                                all or substantially all of the assets of the
                                Company (a "Business Combination"), in each
                                case, unless, following such Business
                                Combination, (A) all or substantially all of
                                the individuals and entities that were the
                                beneficial owners of the Outstanding Company
                                Common Stock and the Outstanding Company Voting
                                Securities immediately prior to such Business
                                Combination beneficially own directly or
                                indirectly, more than 60% of the
                                then-outstanding shares of common stock and the
                                combined voting power of the then-outstanding
                                voting securities entitled to vote generally in
                                the election of directors, as the case may be,
                                of the corporation resulting from such Business
                                Combination (including, without limitation, a
                                corporation that, as a result of such
                                transaction, owns the Company or all or
                                substantially all of the Company's assets either
                                directly or through one or more subsidiaries) in
                                substantially the same proportions as their
                                ownership immediately prior to such Business
                                Combination of the Outstanding Company Common
                                Stock and the Outstanding Company Voting
                                Securities, as the case may be, (B) no person
                                (excluding any corporation resulting from such
                                Business Combination or any employee benefit
                                plan (or related trust) of the Company or such
                                corporation resulting from such Business
                                Combination) beneficially owns, directly or
                                indirectly, 20% or more of, respectively, the
                                then-outstanding shares of common stock of the
                                corporation resulting from such Business
                                Combination or the combined voting power of the
                                then-outstanding voting securities of such
                                corporation, except to the extent that such
                                ownership existed prior to the Business
                                Combination, and (C) at least a majority of the
                                members of the board of directors of the
                                corporation resulting from such Business
                                Combination were members of the Incumbent Board
                                at the time of the execution of the initial
                                agreement or of the action of the Board
                                providing for such Business Combination; or

                         4.     Approval by the shareholders of the Company of a
                                complete liquidation or dissolution of the
                                Company.

             c.    "Record" is defined as follows:

                         1.     files, accounts, records, customer lists,
                                logbook, documents, drawings, models, plans,
                                specifications, manuals, books, forms, notes,
                                reports, memoranda, studies, surveys, software,
                                flow charts, data, computer programs, listing
                                of source code, calculations, recordings,
                                catalogues, compilations of information,
                                correspondence, confidential data of customers
                                and all copies, abstracts or
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                                summaries of the foregoing in any storage
                                medium, as well as instruments, tools, storage
                                devices, disks, equipment and all other physical
                                items related to the business of the Company
                                (other than merely personal items of a general
                                professional nature), whether of a public nature
                                or not, and whether prepared by the employee or
                                not.

             d.    "Trade Secret" is defined as follows: confidential
                   business or technical information or trade secrets of the
                   Company which an employee acquires while employed by the
                   Company, whether or not conceived of, developed or
                   prepared by the employee or at his direction and includes:

                         1.     Any information or compilation of information
                                concerning the Company's financial position,
                                financing, purchasing, accounting, marketing,
                                merchandising, sales, salaries, pricing,
                                investments, costs, profits, plans for future
                                development, employees, prospective employees,
                                research, development, formulae, patterns,
                                strategy, inventions, plans, specifications,
                                devices, products, procedures, processes,
                                operations, techniques, software, computer
                                programs or data;

                         2.     Any information or compilation of information
                                concerning the identity, plans, requirements,
                                preferences, practices and methods of doing
                                business on specific customers, suppliers,
                                prospective customers and prospective suppliers
                                of the Company;

                         3.     Any other information or "know how" which is
                                related to any product, process, service,
                                business or research of the Company; and

                         4.     Any information which the Company acquires from
                                another party and treats as its proprietary
                                information or designates as "Confidential,"
                                whether or not owned or developed by the
                                Company.

                         Notwithstanding the foregoing, "Trade Secrets" do not
                         include any of the following:

                         1.     Information which is publicly known or which is
                                generally employed by the trade, whether on or
                                after the date that an employee first acquires
                                the information;

                         2.     General information or knowledge which an
                                employee would have learned in the course of
                                similar work elsewhere in the trade; or

                         3.     Information which an employee can prove was
                                known by the employee before the commencement
                                of the employee's engagement by the Company.

7.     CHOICE OF LAW; ARBITRATION - This Agreement shall be governed by the laws
       of the State of Texas. Any disputes arising hereunder shall be resolved
       via arbitration pursuant to the rules of the American Arbitration
       Association to be held in Austin, Texas.

8.     GENERAL. This Severance Agreement is entered into in consideration of
       your continuing employment with the Company, and the restrictions
       described in Section 4. The severance arrangements described herein are
       the sole benefits to which you may be entitled to in the event of the
       termination of your employment, and this Severance Agreement supersedes
       any prior oral or written communication with respect thereto. This
       Severance Agreement does not create any

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       right to continuing employment with the Company, and your employment
       relationship shall continue to be on an at-will basis.

       [NAME], the Board of Directors and I appreciate your service to Hoover's
and your continuing contribution to our success. Please sign where indicated
below to indicate your agreement to the terms of this Severance Agreement.



                                      Very truly yours,


                                      Patrick J. Spain
                                      Chairman and CEO


ACCEPTED AND AGREED


----------------------------
[Employee]

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                                 ACKNOWLEDGMENT

STATE OF TEXAS         )
                       )
COUNTY OF TRAVIS       )

This instrument was acknowledged before me on ____________, 2001 by
___________________ and Patrick J. Spain, the Chairman and CEO of Hoover's, Inc.

SUBSCRIBED AND SWORN to before me on this ____ day of____________, 2001, to
which witness my hand and seal of office.



                                            -----------------------------
                                            Notary Public, State of Texas

My Commission Expires: