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                                                                  Exhibit 10.1

                                              CONFIDENTIAL TREATMENT REQUESTED
                                   UNDER 17 C.F.R. SECTIONS 200.83 AND 230.496


                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into effective as
of the 22nd day of May, 2001 (the "Effective Date"), by and among Hoover's,
Inc., a Delaware corporation (the "Company") and Jeffrey R. Tarr, a resident of
Travis County, Texas (the "Executive"), and the parties agree as follows:

     1.   RECITALS.

          (a)  Company desires to retain Executive as its Chief Executive
               Officer and President, and Executive desires to accept such
               appointment, in accordance with the terms of this Agreement; and,

          (b)  Each of the Company and Executive acknowledges that each has
               given and received, good, valuable, present and sufficient
               consideration to support each of the obligations of the parties
               under this Agreement.

     2.   RELATIONSHIP.

          The Company hereby employs Executive to serve as the Chief Executive
Officer and President of the Company, and Executive hereby agrees to such
employment, upon the terms and conditions set forth below. The Company agrees to
take such actions as are necessary to cause Executive to be nominated for
election by the Company's stockholders to the Board of Directors of the Company
(the "Board"), such nomination and election to take place in accordance with the
Bylaws of the Company no later than the next annual meeting of the stockholders
of the Company, currently scheduled for September, 2001.

     3.   SERVICES. During the time of his employment under this Agreement:

          (a)  Executive shall serve as CEO and President of the Company, and
               shall perform such executive duties and responsibilities commonly
               incident to such offices as may be prescribed from time to time
               by the Board; and,

          (b)  Executive shall devote his full time, attention and energy to
               the business of the Company; and

          (c)  Subject to reasonable travel requirements, the majority of the
               services to be provided by Executive to the Company shall be
               provided at its offices in Austin, Texas, and Executive shall be
               required to maintain his primary residence within the Austin area
               during the Term hereof (as defined below).

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               The Company shall not require Executive to report to a primary
               office that is greater than thirty (30) miles from its present
               headquarters location.

     4.   TERM.

          The term of this Agreement (the "Term") shall commence on the
Effective Date and shall continue until terminated in accordance with Section 7
of this Agreement.

     5.   COMPENSATION AND BENEFITS.

          During the Term of Executive's employment under this Agreement:

          (a)  subject to the adjustments provided for below, the Company shall
               pay to Executive a salary at the annual rate of Two Hundred Fifty
               Thousand and No/100 Dollars ($250,000.00), which salary shall be
               paid in installments on the Company's customary pay dates and
               shall be subject to all applicable withholding required by state
               or federal law; provided, that (i) Executive's salary shall be
               subject to increase but not decrease during the term of this
               Agreement in the discretion of the Board, and (ii) the Board will
               review Executive's compensation at least once annually following
               completion of the Company's fiscal year (currently March 31),
               such review to occur no later than one hundred twenty (120) days
               following the completion of the fiscal year; and

          (b)  the Company shall provide to Executive, at the expense of the
               Company, such benefits as the Board or the Compensation Committee
               of the Board, if any, in its sole discretion, from time to time,
               determines to provide, which shall be the same benefits,
               including health insurance, 401(k) and disability insurance, and
               subject to the same terms and conditions (including without
               limitation eligibility requirements) as received by other senior
               executives of the Company; and

          (c)  Executive shall be eligible to receive a bonus for the Company's
               fiscal year ending March 31, 2002 based on the attainment of
               financial, operational and strategic goals as set forth on
               EXHIBIT A attached hereto. Executive may be eligible for such
               other incentive compensation and bonuses in any calendar year as
               the Board or the Compensation Committee of the Board, if any,
               from time to time, determines to provide in its sole discretion;
               and

          (d)  Executive shall receive up to fifteen (15) days of
               vacation per calendar year, which shall accrue and accumulate in
               accordance with the Company's vacation policies.


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     6.   CONFIDENTIAL AND PROPRIETARY INFORMATION.

          In consideration of Executive's employment by the Company, the
Company's promise to disclose to Executive its confidential and Proprietary
Information (as defined below), the compensation now and hereafter paid to
Executive, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Executive hereby agrees with the
Company as follows:

          (a)  Executive recognizes and acknowledges that he may have access to
               certain Proprietary Information (defined below) of the Company
               and its affiliates and that such information constitutes
               valuable, special and unique property of the Company; the
               Executive will not, during or after the term of his employment,
               directly or indirectly divulge, disclose, transmit, use, lecture
               upon, publish, or otherwise communicate or make available any of
               such Proprietary Information to any person or firm, corporation,
               association, or other entity for any reason or purpose
               whatsoever, except as may be required in connection with
               Executive's work for the Company or if the Company's Board of
               Directors expressly authorizes such in writing.

          (b)  The term "Proprietary Information" shall mean trade secrets,
               confidential knowledge, data, or any other proprietary
               information of the Company and each of its subsidiaries or
               affiliated companies. By way of illustration but not limitation,
               "Proprietary Information" includes (a) information regarding
               plans for research, development, new products and services,
               marketing and selling, business plans, budgets and unpublished
               financial statements, licenses, prices and costs, suppliers,
               customer lists and customers that were learned or discovered by
               Executive during the term of his employment with the Company; (b)
               information regarding the skills and compensation of other
               employees of the Company; and (c) "Inventions," which consist of
               inventions, discoveries, developments, improvements, trade
               secrets, processes, formulas, data, lists, software programs and
               all other works of authorship, mask works, ideas, concepts,
               know-how, designs, and techniques, relating to the business or
               proposed business of the Company, whether or not patentable,
               copyrightable, or registrable under patent, copyright, or similar
               statutes in the United States or elsewhere, that were discovered,
               developed, created, conceived, reduced to practice, made,
               learned, or written by Executive, either alone or jointly with
               others, in the course of his employment with the Company.


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          (c)  Executive understands, in addition, that the Company may from
               time to time receive from third parties confidential or
               proprietary information ("Third Party Information") subject to a
               duty on the Company's part to maintain the confidentiality of
               such information and to use it only for certain limited purposes.
               At all times during the term of Executive's employment and
               thereafter, Executive will hold Third Party Information in the
               strictest confidence and will not disclose, discuss, transmit,
               use, lecture upon, or publish any Third Party Information, except
               as such disclosure, discussion, transmission, use, or publication
               may be required in connection with Executive's work for the
               Company, or unless the Board of Directors of the Company
               expressly authorizes such in writing.

          (d)  Executive acknowledges and agrees that all data, listings,
               charts, drawings, records, files, drafts, memoranda, devices,
               documents, specifications and similar items, together with all
               copies thereof, relating to the business of the Company and its
               affiliates or their customers, and/or any other material
               containing or disclosing any Proprietary Information, Inventions,
               or Third Party Information whether compiled by Executive,
               furnished to Executive by the Company or its affiliates, or their
               customers or clients or otherwise made accessible to Executive or
               coming into his possession, while Executive is in the employ of
               the Company, and copies of any such items, shall be and remain
               the sole and exclusive property of the Company or its customers
               or clients, as the case may be, and none of such items shall be
               removed from the Company's business premises by Executive without
               the prior written consent of the Company, except as required in
               the course of his employment and all of such items shall be
               promptly returned to the Company by Executive upon the
               termination of his employment with the Company for whatever
               reason.

          (e)  Executive understands and agrees that he shall not use the
               proprietary or confidential information of any former employer or
               any other person or entity in connection with his employment with
               the Company. During Executive's employment with the
               Company, Executive will not improperly use or disclose any
               confidential or proprietary information, if any, of any former
               employer or any other person or entity to whom Executive has an
               obligation of confidentiality, and he will not bring onto the
               premises of the Company any unpublished documents or any property
               belonging to any former employer or any other person or entity to
               whom Executive has an obligation of confidentiality unless
               consented to in writing by that former employer, person, or
               entity.

          (f)  Executive acknowledges that any breach by Executive of this
               Section 6 will result in irreparable harm to the Company with
               respect to which no adequate


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               remedy at law exists. Accordingly, in addition to any other
               remedies available to the Company with respect to any actual or
               threatened breach of this Agreement, Executive consents to the
               entry of any temporary and permanent injunctive relief.

          (g)  The Company's obligations under Section 7(h)(i) of this Agreement
               (if any) shall cease in the event of Executive's material breach
               of his obligations under this Section 6.

          (h)  Section 6 shall survive the termination of this Agreement, the
               Term and/or the Executive's employment with the Company.

     7.   TERMINATION.

          (a)  The Company shall have the right to terminate the employment of
               Executive under this Agreement at any time, and without notice,
               for "Cause" as hereinafter defined. "Cause" for the purpose of
               this Agreement shall mean any one or more of the following:

               (i)   the breach or violation by Executive of this Agreement or
                     the failure of Executive to perform in any material respect
                     any of his obligations under this Agreement for any reason
                     other than death or disability which failure or breach
                     continues after ten (10) days' written notice and
                     opportunity to cure,

               (ii)  gross neglect of duties by Executive,

               (iii) misappropriation of Company assets or willful breach of
                     fiduciary duty as an officer of the Company,

               (iv)  conviction of Executive of a felony, or

               (v)   the willful failure or refusal of Executive to follow a
                     lawful and ethical direction from the Board.

          (b)  The Company shall have the right to terminate the employment of
               Executive under this Agreement at any time without "Cause" upon
               the giving to Executive of thirty (30) days written notice of
               such termination; PROVIDED, HOWEVER, that during any such thirty
               (30) day notice period, the Company may suspend, with no
               reduction in pay or benefits, Executive from his duties as set


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               forth herein (including, without limitation, Executive's position
               as a representative and agent of the Company).

          (c)  Executive shall have the right to terminate his employment under
               this Agreement for "Good Reason" (as defined below). Termination
               by Executive for Good Reason includes:

               (i)   Failure to pay the Executive salary or benefits when due,
                     which breach continues after ten (10) days' written notice
                     and opportunity to cure;

               (ii)  A material reduction in Executive's duties and/or
                     responsibilities as the CEO, responsible for directing the
                     operations of the Company, which reduction in duties and/or
                     responsibilities continues after ten (10) days' written
                     notice of Executive's objection to this material reduction
                     in duties and/or responsibilities. A material reduction in
                     duties and/or responsibilities shall be considered taking
                     in to account all of the facts and circumstances, including
                     without limitation the revenues, strategic direction and
                     the number of employees of the operation(s) managed by
                     Executive prior to and following such reduction in
                     Executive's duties and/or responsibilities;

               (iii) Other material breach of this Agreement by the Company,
                     which breach continues after ten (10) days' written notice
                     and opportunity to cure.

               (iv)  A "Change of Control" is defined as:

                     a.  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)


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                         sponsored or maintained by the Company or any
                         affiliated company.

                     b.  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; 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.

                     c.  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


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                         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

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

          (d)  Executive shall have the right to terminate his employment under
               this Agreement at any time without "Good Reason" upon giving to
               the Company thirty (30) days written notice of such termination;
               PROVIDED, HOWEVER, that the Company may waive all or a portion of
               the thirty (30) days' notice and accelerate the effective date of
               such termination.

          (e)  The employment of Executive under this Agreement shall terminate
               automatically upon the death of Executive.

          (f)  For purposes of this Agreement, Disability shall mean that the
               Executive is unable for a period of ninety (90) consecutive days
               because of accident, illness or disease to substantially render
               the services required hereunder. In such event, the Executive's
               employment hereunder can be terminated upon written notice from
               the Company to the Executive subject to all applicable law.

          (g)  In the event of the termination of the employment of Executive
               under any of subsections (a), (d), (e) or (f), the Company shall
               have no liability or obligation to Executive under this Agreement
               except for

               (i)   unpaid salary compensation and any unused accrued vacation
                     through, and any unpaid reimbursable expenses outstanding
                     as of, the date of termination; and

               (ii)  all benefits, if any, that had accrued to the Executive
                     through the date of termination under the plans and
                     programs described in Section 5 above, or any other
                     applicable plans and programs in which he participated as
                     an employee of the Company, in the manner and in accordance
                     with the terms of such plans and programs.


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          (h)  In the event of a termination by Company without Cause on or
               prior to the Expiration Date, or the termination by Executive for
               Good Reason on or prior to the Expiration Date, the Executive
               shall be entitled to the following:

               (i)   as severance compensation, his then applicable salary
                     compensation (payable monthly) for a period of twelve (12)
                     months from the date of such termination, less all
                     applicable withholdings required by state or federal law
                     (and the Executive shall be under no obligation to
                     mitigate his/her damages or seek other employment) (the
                     "Severance Payments");

               (ii)  any unpaid reimbursable expenses outstanding, and any
                     unused accrued vacation, as of the date of termination;

               (iii) all benefits, if any, that had accrued to the Executive
                     through the date of termination under the plans and
                     programs described in Section 5 above, or any other
                     applicable benefit plans and programs in which he
                     participated as an employee of the Company, in the manner
                     and in accordance with the terms of such plans and
                     programs.

               (iv)  The making of any Severance Payments set forth in Section
                     7(h)(i) is expressly conditioned upon the Employee signing
                     a general release drafted in a commercially reasonable
                     fashion (the "Release") of the Company, and its respective
                     affiliates, successors and assigns, officers, directors,
                     employees, agents, attorneys and representatives, of any
                     claims (including without limitation any claims of
                     discrimination) relating solely to Executive's employment
                     with the Company, or the termination thereof, and not to
                     any rights that Executive may have as a stockholder. If the
                     Executive breaches the Release, in addition to any other
                     remedies available to it, the Company may cease making any
                     severance payments and providing the other benefits
                     provided for in Section 7(h)(i), without affecting the
                     Company's rights under this Agreement.


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     8.   NONCOMPETITION.

          In consideration of the premises hereof and in further consideration
          of the Company's promise to disclose to Executive confidential
          information and Proprietary Information of the Company as set forth in
          Section 6, and the experience Executive will gain throughout his
          employment with the Company, and for other good and valuable
          consideration, the receipt and sufficiency of which is hereby
          acknowledged, the Executive expressly agrees, confirms, represents and
          covenants for the benefit of the Company, as follows:

          (a)  During the Non-Compete Period (as defined below), the
               Executive shall not engage either directly or indirectly in
               competition with the Company, or any of its successors or
               affiliates, within the Applicable Territory (defined below), and
               in particular, the Executive shall not, as owner, operator,
               manager, employee, consultant, independent contractor, agent,
               salesperson, officer, director, shareholder, investor, guarantor,
               partner or member of a joint venture, or otherwise, directly or
               indirectly, engage in any manner in the Business (defined below)
               within the Applicable Territory. For purposes of this Agreement,
               the term "Applicable Territory" shall mean and include all of the
               United States of America, Western Europe and Canada and any other
               country in which the Company is engaged in Business during the
               term hereof, and the term "Business" shall mean any enterprise
               whose primary business is selling information about companies,
               people and industries to other businesses in direct competition
               with Company, including but not limited to [*], as well as any
               new entities (including entities that Executive may found), that
               are actively engaged in the provision of business information to
               users on a paid, subscription basis; provided that in order to
               enforce this non-competition restriction as against such an
               additional entity, the Company shall have given notice to
               Executive of the inclusion of such additional entity to the
               restricted employer list at least thirty (30) days prior to the
               date on which Executive was terminated; provided that if the
               existence of such new company does not become generally known
               within the business community until after Executive's
               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 Executive of the application of
               this provision to such entity; and any other business engaged in
               by the Company or any of its subsidiaries or affiliates during
               the Term other than any business incidental to the operations of
               the Company or any of its subsidiaries taken together as a whole;

------------
[*] 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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          (b)  The "Noncompete Period" shall begin on the Effective Date of
               this Agreement and ends twelve (12) months after the termination
               of the Executive's employment with the Company for any
               reason whatsoever;

          (c)  During the Non-Compete Period, the Executive shall not contact or
               solicit or encourage any of the following to discontinue his, her
               or its relationship with the Company or any subsidiary of the
               Company: (i) employees, (ii) suppliers, distributors or
               customers, (iii) former employees whose employment has been
               terminated for less than six (6) months, or (iv) potential
               suppliers, distributors or customers Executive had contact with
               or performed services for during his employment with the Company;

          (d)  Notwithstanding anything set forth in this Agreement to the
               contrary, it shall not be a violation of this Agreement for the
               Executive to own, in the aggregate, less than two percent (2%) of
               any publicly traded entity competitive with the Company, if and
               only if the Executive does not provide services or information to
               that entity directly or indirectly, and does not act as officer,
               director, Executive, consultant or contractor, nor receive any
               economic benefit from such competitive business other than as a
               result of his ownership interest, and then only to the extent
               that the other owners receive the same economic benefit;

          (e)  The covenants and agreements of the Executive set forth in this
               Section 8 are ancillary to an otherwise enforceable agreement and
               supported by independent valuable consideration and are necessary
               to enforce the confidentiality provisions hereof, and the
               limitations as to time, geographic area and scope of activity to
               be restrained are reasonable and acceptable to the Executive and
               do not impose any greater restraint than is reasonably necessary
               to protect the goodwill and other business interests of the
               Company;

          (f)  If, at some later date, a court of competent jurisdiction or any
               arbitrator determines that any of the provisions set forth in
               this Agreement do not meet the criteria for enforceability under
               applicable law, the Executive agrees that this Agreement may be
               reformed by such court or arbitrator pursuant to, and enforced to
               the maximum extent permitted by, applicable law;


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          (g)  The Executive acknowledges that any breach by him of this
               Agreement will result in irreparable harm to the Company
               with respect to which no adequate remedy at law shall exist.
               Accordingly, in addition to any other remedies available to the
               Company with respect to any actual or threatened breach of this
               Agreement, the Executive consents to the entry of any temporary
               and permanent injunctive relief, together with temporary
               restraining orders ancillary to the same;

          (h)  The Company's obligations under Section 7(h)(i) of this Agreement
               (if any) shall cease in the event of Executive's material breach
               of his obligations under this Section 8; and

          (i)  Section 8 shall survive the termination of this Agreement, the
               Term and/or the Executive's employment with the Company.

     9.   OPTIONS.

          In addition to the compensation described above, Executive will
          receive options to purchase 225,000 shares of the Company's common
          stock at an exercise price equal to the Company's closing stock price
          on the NASDAQ National Market System ("NASDAQ NMS") on the date of the
          option grant, such options to be granted pursuant to the Company's
          1999 Stock Incentive Plan (the "Plan") in accordance with the Option
          Agreement attached hereto as EXHIBIT B. Executive will also receive
          options to purchase 150,000 shares of the Company's common stock at an
          exercise price equal to the greater of $5.00 per share or the
          Company's closing stock price on the NASDAQ NMS on the date of the
          option grant, such options to be granted pursuant to the Plan in
          accordance with the Option Agreement attached hereto as EXHIBIT C. The
          options granted as described above have been approved by the Company's
          Board of Directors and will be governed in all respects by the Plan,
          and Executive and the Company agree to act in accordance with the
          terms of the Plan. The options shall vest in accordance with the
          Company's standard vesting schedule in effect on the date of grant.

     10.  NO CONFLICTING OBLIGATIONS. Executive represents and warrants to the
          Company that (i) this Agreement is valid and binding upon and
          enforceable against him in accordance with its terms, (ii) Executive
          is not bound by or subject to any contractual or other obligation that
          would be violated by his execution or performance of this Agreement,
          including, but not limited to, any non-competition agreement presently
          in effect, and (iii) Executive is not subject to any pending or, to
          Executive's knowledge, threatened claim, action, judgment, order,
          or investigation that could adversely affect


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          his ability to perform his obligations under this Agreement or the
          business reputation of the Company.

     11.  NONTRANSFERABILITY.

          Neither this Agreement nor any rights or obligations hereunder may be
          assigned by the Executive without the prior written consent of the
          Company.

     12.  WAIVER.

          The parties acknowledge and agree that the failure of either party to
          enforce any provision of this Employment Agreement shall not
          constitute a waiver of that particular provision, or of any other
          provisions of this Employment Agreement.

     13.  NOTICE.

          Any notice required or permitted to be given hereunder shall be in
          writing and delivered personally or mailed by prepaid registered mail
          to the party to be notified at the following addresses (or such other
          addresses as one party may notify the other of:

          (a)  To the Company at:

               1033 La Posada Drive, Suite 250.
               Austin, Texas 78752
               Attention:  General Counsel

               Following May 15, 2001:

               5800 Airport Blvd.
               Austin, Texas 78752

          (b)  To the Executive at:

               Jeffrey R. Tarr
               [*]
               [*]

     Any notice mailed as aforesaid shall be deemed to have been received on the
third day following the mailing thereof.

------------
[*] 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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     14.  GOVERNING LAW AND FORUM FOR DISPUTES.

               This Agreement shall be interpreted in accordance with the laws
               of the State of Texas. The parties agree that any dispute arising
               hereunder shall be subject to final and binding arbitration
               conducted pursuant to the rules of the American Arbitration
               Association and the arbitration shall take place in Austin,
               Texas; provided that following a Change of Control, either party
               may, at their discretion, seek to resolve a dispute arising
               hereunder through arbitration, as described above, or by filing
               suit subject to the jurisdiction and venue provisions described
               below. The parties further agree that all disputes and/or
               proceedings which are not subject to final and binding
               arbitration or to enforce the results of such arbitration shall
               be submitted to the District Court of Travis County, Texas, which
               shall have exclusive jurisdiction and venue of any such dispute
               and/or proceeding and, also, shall have jurisdiction to enter any
               and all equitable relief ancillary to any such proceeding. The
               Executive acknowledges that a material portion of the business of
               the Company is conducted in Texas, and consents to the
               jurisdiction of, and service of process by, such court. Executive
               understands and agrees that the arbitration shall be instead of
               any jury trial and that the arbitrator's decision shall be final
               and binding to the fullest extent permitted by law and
               enforceable by any court having jurisdiction thereof. Each party
               will split the cost of the arbitration filing and hearing fees,
               and the cost of the arbitrator; each side will bear its own
               attorneys' fees; that is, the arbitrator will not have authority
               to award attorneys' fees UNLESS a statutory section at issue in
               the dispute authorizes the award of attorneys' fees to the
               prevailing party, in which case the arbitrator has authority to
               make such award as permitted by the statute in question. The only
               claims or disputes not covered by this paragraph are disputes
               related to (i) claims for benefits under the unemployment
               insurance or workers' compensation laws, and (ii) issues
               affecting the validity, infringement or enforceability of any
               trade secret or patent rights held or sought by the Company or
               which the Company could otherwise seek and (iii) issues
               pertaining to the validity, enforceability or breach Sections 6
               or 8 of this Agreement; in the foregoing cases such claims or
               disputes shall not be subject to arbitration and will be resolved
               pursuant to applicable law.


                                       14
<Page>

     15.  FINAL AGREEMENT.

          Both parties acknowledge and agree that this Agreement constitutes the
          complete and entire agreement between the parties with respect to the
          subject matter hereof; that the parties have executed this Agreement
          based upon the express terms and provisions set forth herein; that the
          parties have not relied on any representations, oral or written, which
          are not set forth in this Agreement; that no previous agreement,
          either oral or written, shall have any effect on the terms or
          provisions of this Agreement; and, that all previous employment
          agreements, either oral or written, are expressly superseded and
          revoked by this Agreement.

     16.  MODIFICATION.

          Both parties acknowledge and agree that the covenants and/or
          provisions of this Agreement may not be modified by any subsequent
          agreement unless the modifying agreement (i) is in writing, (ii)
          contains an express provision referencing this Agreement and (iii) is
          signed by the Company and the Executive.

     17.  BINDING EFFECT.

          This Agreement shall enure to the benefit of and be binding upon the
          parties hereto and their respective heirs, executors, administrators,
          successors and permitted assigns.

     18.  LEGAL CONSULTATION.

          The Executive and the Company acknowledge and agree that both parties
          have been accorded a reasonable opportunity to review this Agreement
          with legal counsel prior to the execution of this Agreement.


                                       15
<Page>

IN WITNESS WHEREOF the parties hereto have executed this Agreement.

                         "COMPANY"
                         HOOVER'S, INC., a Delaware corporation

                         By: /s/ Kris Rao
                         Name:   Kris Rao
                         Title:  Vice President and General Counsel


                         "EXECUTIVE"

                         /s/ Jeffrey R. Tarr

                         JEFFREY R. TARR
                         SOCIAL SECURITY #:        [*]
                                            ----------------



-------------------
[*]  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.



                                       16
<Page>

                                 EXHIBIT A
Name:                                   Jeffrey R. Tarr
Position                                CEO and President
Annual Salary                           $250,000
<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                      GOOD                      SUPERIOR           EXCELLENT
BONUS %                                                               15%                       30%                50%
TOTAL BONUS DOLLARS AVAILABLE AT LEVEL                                $37,500                   $75,000            $125,000
-----------------------------------------------------------------------------------------------------------------------------------
                                                          WEIGHTING
GOALS                                           [*]        FACTOR
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>             <C>        <C>                       <C>                <C>

Meet or Beat Revenue Targets
for your department                             [*]         7.5%      [*]                       [*]                [*]
-----------------------------------------------------------------------------------------------------------------------------------

Meet or Beat Gross Profit Targets                           7.5%      [*]                       [*]                [*]
-----------------------------------------------------------------------------------------------------------------------------------

Meet or Beat Overall Corporate
Net Income Goals                                [*]        18.75%     [*]                       [*]                [*]
                                          Net:  [*]
-----------------------------------------------------------------------------------------------------------------------------------

Build Employee Talent, Loyalty and Esprit                   7.5%      Board evaluation          Board evaluation   Board evaluation
-----------------------------------------------------------------------------------------------------------------------------------

Develop / Communicate / Execute Strategy                   11.25%                                                  Board evaluation
-----------------------------------------------------------------------------------------------------------------------------------

Specific Operational Goals
(as referenced below)                                       22.5%                                                  Board evaluation
-----------------------------------------------------------------------------------------------------------------------------------


                                       17
<Page>

Meet Additional Board Initiatives and Directives            25.0%     Board evaluation     Board evaluation    Board evaluation
-----------------------------------------------------------------------------------------------------------------------------------
</Table>

Assumptions
     1.   The above assumes no acquisitions or divestitures. If an acquisition
          or divestiture is made, the CEO and the Compensation Committee will
          agree on appropriate changes to revenue and [*] targets to reflect
          such acquisition(s) and/or divestiture(s).
     2.   [*]
     3.   This plan applies to the full FY 2002, and the executive must be in
          place at the conclusion of FY 2002 (March 31, 2002) to collect any
          benefits under it, except in the event of termination for any reason
          following a change in control in which case bonus will be paid pro
          rata following fiscal year end. Except in the case of a change of
          control, this restriction will apply regardless of the cause of
          executive's termination of employment, subject to the provisions of
          executive's Employment Agreement with the Company.
     4.   The determination of whether non-quantitative targets have been made
          and if so, whether they were at the Good, Superior or Excellent levels
          shall be made by the Chairman and Compensation Committee.

------------
[*] 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.


                                       18
<Page>

Operational Goals
     1.   Improve individual subscription, EWS subscription, and advertiser
          retention by 10 percentage points from March 01 quarter to
          March 02 quarter.
     2.   Define final organizational structure for FY 2002 and onwards by
          October 1, 2001.
     3.   Keep turnover across the company to a rate 10% lower than FY 2001.
     4.   Achieve multiple of revenue and P/E ratios [*]
     5.   Put in place systems to measure employee satisfaction and demonstrate
          improvement in those levels from Q2 to Q4 of FY 2002.
     6.   Maintain or improve analyst coverage. Maintain or improve
          institutional ownership as a percent of total ownership, measured
          by 13F filings. Base will be ownership filed by July 15, 2001.
     7.   Develop a sophisticated performance measurement program to use for FY
          2003 and beyond, e.g., balanced scorecard, MBO plan, etc.
     8.   Position the company for revenue and [*] growth in FY 2003 equal to
          or greater than budgeted growth for FY 2002.


-------------------
[*]  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.



                                       19
<Page>

                                                                       EXHIBIT B

                                 HOOVER'S, INC.
                             STOCK OPTION AGREEMENT

RECITALS

     A. The Board has adopted the Plan for the purpose of retaining the services
of selected Employees, non-employee members of the Board or of the board of
directors of any Parent or Subsidiary and consultants and other independent
advisors who provide services to the Corporation (or any Parent or Subsidiary).

     B. Optionee is to render valuable services to the Corporation (or a Parent
or Subsidiary), and this Agreement is executed pursuant to, and is intended to
carry out the purposes of, the Plan in connection with the Corporation's grant
of an option to Optionee.

     C. All capitalized terms in this Agreement shall have the meaning assigned
to them in the attached Appendix.

          NOW, THEREFORE, it is hereby agreed as follows:

          1. GRANT OF OPTION. The Corporation hereby grants to Optionee, as of
the Grant Date, an option to purchase up to the number of Option Shares
specified in the Grant Notice. The option shares shall be purchasable from time
to time during the option term specified in Paragraph 2 at the Exercise Price.

          2. OPTION TERM. This option shall have a maximum term of ten (10)
years measured from the Grant Date and shall accordingly expire at the close of
business on the Expiration Date, unless sooner terminated in accordance with
Paragraph 5 or 6.

          3. LIMITED TRANSFERABILITY. This option shall be neither transferable
nor assignable by Optionee other than by will or by the laws of descent and
distribution following Optionee's death and may be exercised, during Optionee's
lifetime, only by Optionee. However, if this option is designated a
Non-Statutory Option in the Grant Notice, then this option may be assigned in
whole or in part during Optionee's lifetime either as (i) a gift to one or more
family members of Optionee's Immediate Family, to a trust in which Optionee
and/or one or more such family members hold more than fifty percent (50%) of the
beneficial interest or an entity in which more than fifty percent (50%) of the
voting interests are owned by Optionee and/or one or more such family members,
or (ii) pursuant to a domestic relations order. The assigned portion shall be
exercisable only by the person or persons who acquire a proprietary interest in
the option pursuant to such assignment. The terms applicable to the assigned
portion shall be the same as

<Page>

those in effect for this option immediately prior to such assignment and shall
be set forth in such documents issued to the assignee as the Plan Administrator
may deem appropriate.

          4. DATES OF EXERCISE. This option shall become exercisable for the
Option Shares in one or more installments as specified in the Grant Notice. As
the option becomes exercisable for such installments, those installments shall
accumulate, and the option shall remain exercisable for the accumulated
installments until the Expiration Date or sooner termination of the option term
under Paragraph 5 or 6.

          5. CESSATION OF SERVICE. The option term specified in Paragraph 2
shall terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following provisions become applicable:

                    (i) Should Optionee cease to remain in Service for any
     reason (other than death, Permanent Disability or Misconduct) while this
     option is outstanding, then this option shall remain exercisable until the
     EARLIER of (i) the expiration of the three (3)-month period measured from
     the date of such cessation of Service or (ii) the Expiration Date.

                    (ii) Should Optionee die while holding this option, then
     Optionee's Beneficiary shall have the right to exercise this option until
     the EARLIER of (A) the expiration of the twelve (12)-month period measured
     from the date of Optionee's death or (B) the Expiration Date.

                    (iii) Should Optionee cease Service by reason of Permanent
     Disability while this option is outstanding, then this option shall remain
     exercisable until the earlier of (i) the expiration of the twelve
     (12)-month period measured from the date of such cessation of Service or
     (ii) the Expiration Date.

                    (iv) During the applicable post-Service exercise period,
     this option may not be exercised in the aggregate for more than the number
     of vested Option Shares for which the option is exercisable on the date of
     Optionee's cessation of Service. Upon the expiration of the applicable
     exercise period or (if earlier) upon the Expiration Date, this option shall
     terminate and cease to be outstanding for any vested Option Shares for
     which the option has not been exercised. However, this option shall,
     immediately upon Optionee's cessation of Service for any reason, terminate
     and cease to be outstanding to the extent this option is not otherwise at
     that time exercisable for vested shares.

                    (v) Should Optionee's Service be terminated for Misconduct
     or should Optionee engage in Misconduct while this option is outstanding,
     then this option shall terminate immediately and cease to be outstanding.

          6. SPECIAL ACCELERATION OF OPTION.

               (a) In the event of a Change in Control, this option, to the
extent outstanding at that time but not otherwise fully exercisable, shall
automatically accelerate so that this option shall, immediately prior to the
effective date of the Change in Control, become


                                       2
<Page>

exercisable for all of the Option Shares at the time subject to this option and
may be exercised for any or all of those Option Shares as fully-vested shares of
Common Stock. No such acceleration of this option, however, shall occur if and
to the extent: (i) this option is, in connection with the Change in Control,
assumed or otherwise continued in full force and effect by the successor
corporation (or parent thereof) pursuant to the terms of the Change in Control
or (ii) this option is replaced with a cash incentive program of the successor
corporation which preserves the spread existing at the time of the Change in
Control on the Option Shares for which this option is not otherwise at that time
exercisable (the excess of the Fair Market Value of those Option Shares over the
aggregate Exercise Price payable for such shares) and provides for subsequent
pay-out in accordance with the same option exercise schedule set forth in the
Grant Notice.

               (b) Immediately following the consummation of the Change in
Control, this option shall terminate and cease to be outstanding, except to the
extent assumed by the successor corporation (or parent thereof) or otherwise
expressly continued in full force and effect pursuant to the terms of the Change
in Control.

               (c) If this option is assumed in connection with a Change in
Control, then this option shall be appropriately adjusted, immediately after
such Change in Control, to apply to the number and class of securities which
would have been issuable to Optionee in consummation of such Change in Control
had the option been exercised immediately prior to such Change in Control, and
appropriate adjustments shall also be made to the Exercise Price, provided the
aggregate Exercise Price shall remain the same.

               (d) This Agreement shall not in any way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.

          7.   ADJUSTMENT IN OPTION SHARES.  Should any change be made to the
Common Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration, appropriate adjustments shall be made to (i) the total number
and/or class of securities subject to this option and (ii) the Exercise Price in
order to reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder.

          8.   STOCKHOLDER RIGHTS. The holder of this option shall not have any
stockholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become a holder of record
of the purchased shares.

          9.   MANNER OF EXERCISING OPTION. In order to exercise this option
with respect to all or any part of the Option Shares for which this option is at
the time exercisable, Optionee (or any other person or persons exercising the
option) must take the following actions:

                    (i) Execute and deliver to the Corporation a Notice of
     Exercise for the Option Shares for which the option is exercised.


                                       3
<Page>

                    (ii) Pay the aggregate Exercise Price for the purchased
     shares in one or more of the following forms:

                          (A) cash or check made payable to the Corporation;

                          (B) a promissory note payable to the Corporation, but
          only to the extent authorized by the Plan Administrator in accordance
          with Paragraph 13;

                          (C) shares of Common Stock held by Optionee (or any
          other person or persons exercising the option) for the requisite
          period necessary to avoid a charge to the Corporation's earnings for
          financial reporting purposes and valued at Fair Market Value on the
          Exercise Date; or

                          (D) through a special sale and remittance procedure
          pursuant to which Optionee (or any other person or persons exercising
          the option) shall concurrently provide irrevocable instructions (I) to
          a Corporation-approved brokerage firm to effect the immediate sale of
          the purchased shares and remit to the Corporation, out of the sale
          proceeds available on the settlement date, sufficient funds to cover
          the aggregate Exercise Price payable for the purchased shares plus all
          applicable income and employment taxes required to be withheld by the
          Corporation by reason of such exercise and (II) to the Corporation to
          deliver the certificates for the purchased shares directly to such
          brokerage firm in order to complete the sale.

               Except to the extent the sale and remittance procedure is
          utilized in connection with the option exercise, payment of the
          Exercise Price must accompany the Notice of Exercise delivered to the
          Corporation in connection with the option exercise.

                    (iii) Furnish to the Corporation appropriate documentation
     that the person or persons exercising the option (if other than Optionee)
     have the right to exercise this option.

                    (iv) Make appropriate arrangements with the Corporation (or
     Parent or Subsidiary employing or retaining Optionee) for the satisfaction
     of all income and employment tax withholding requirements applicable to the
     option exercise.

               (b) As soon as practical after the Exercise Date, the Corporation
shall issue to or on behalf of Optionee (or any other person or persons
exercising this option) a certificate for the purchased Option Shares, with the
appropriate legends affixed thereto.

               (c) In no event may this option be exercised for any fractional
shares.

          10. COMPLIANCE WITH LAWS AND REGULATIONS.

               (a) The exercise of this option and the issuance of the Option
Shares upon such exercise shall be subject to compliance by the Corporation and
Optionee with all


                                       4
<Page>

applicable requirements of law relating thereto and with all applicable
regulations of any stock exchange (or the Nasdaq National Market, if applicable)
on which the Common Stock may be listed for trading at the time of such exercise
and issuance.

               (b) The inability of the Corporation to obtain approval from any
regulatory body having authority deemed by the Corporation to be necessary to
the lawful issuance and sale of any Common Stock pursuant to this option shall
relieve the Corporation of any liability with respect to the non-issuance or
sale of the Common Stock as to which such approval shall not have been obtained.
The Corporation, however, shall use its best efforts to obtain all such
approvals.

          11. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided in
Paragraphs 3 and 6, the provisions of this Agreement shall inure to the benefit
of, and be binding upon, the Corporation and its successors and assigns and
Optionee and Optionee's assigns and Beneficiaries.

          12. NOTICES. Any notice required to be given or delivered to the
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal corporate offices. Any notice required to be
given or delivered to Optionee shall be in writing and addressed to Optionee at
the address indicated below Optionee's signature line on the Grant Notice. All
notices shall be deemed effective upon personal delivery or upon deposit in the
U.S. mail, postage prepaid and properly addressed to the party to be notified.

          13. FINANCING. The Plan Administrator may, in its absolute discretion
and without any obligation to do so, permit Optionee to pay the Exercise Price
for the purchased Option Shares by delivering a full-recourse promissory note
payable to the Corporation. The terms of any such promissory note (including the
interest rate, the requirements for collateral and the terms of repayment) shall
be established by the Plan Administrator in its sole discretion.

          14. CONSTRUCTION. This Agreement and the option evidenced hereby are
made and granted pursuant to the Plan and are in all respects limited by and
subject to the terms of the Plan. All decisions of the Plan Administrator with
respect to any question or issue arising under the Plan or this Agreement shall
be conclusive and binding on all persons having an interest in this option.

          15. GOVERNING LAW. The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of the State of Texas without
resort to that State's conflict-of-laws rules.

          16. EXCESS SHARES. If the Option Shares covered by this Agreement
exceed, as of the Grant Date, the number of shares of Common Stock which may
without stockholder approval be issued under the Plan, then this option shall be
void with respect to those excess shares, unless stockholder approval of an
amendment sufficiently increasing the number of shares of Common Stock issuable
under the Plan is obtained in accordance with the provisions of the Plan.


                                       5
<Page>

          17. ADDITIONAL TERMS APPLICABLE TO AN INCENTIVE OPTION. In the event
this option is designated an Incentive Option in the Grant Notice, the following
terms and conditions shall also apply to the grant:

                    (i) This option shall cease to qualify for favorable tax
     treatment as an Incentive Option if (and to the extent) this option is
     exercised for one or more Option Shares: (A) more than three (3) months
     after the date Optionee ceases to be an Employee for any reason other than
     death or Permanent Disability or (B) more than twelve (12) months after the
     date Optionee ceases to be an Employee by reason of Permanent Disability.

                    (ii) No installment under this option shall qualify for
     favorable tax treatment as an Incentive Option if (and to the extent) the
     aggregate Fair Market Value (determined at the Grant Date) of the Common
     Stock for which such installment first becomes exercisable hereunder would,
     when added to the aggregate value (determined as of the respective date or
     dates of grant) of the Common Stock or other securities for which this
     option or any other Incentive Options granted to Optionee prior to the
     Grant Date (whether under the Plan or any other option plan of the
     Corporation or any Parent or Subsidiary) first become exercisable during
     the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in
     the aggregate. Should such One Hundred Thousand Dollar ($100,000)
     limitation be exceeded in any calendar year, this option shall nevertheless
     become exercisable for the excess shares in such calendar year as a
     Non-Statutory Option.

                    (iii) Should the exercisability of this option be
     accelerated upon a Change in Control, then this option shall qualify for
     favorable tax treatment as an Incentive Option only to the extent the
     aggregate Fair Market Value (determined at the Grant Date) of the Common
     Stock for which this option first becomes exercisable in the calendar year
     in which the Change in Control occurs does not, when added to the aggregate
     value (determined as of the respective date or dates of grant) of the
     Common Stock or other securities for which this option or one or more other
     Incentive Options granted to Optionee prior to the Grant Date (whether
     under the Plan or any other option plan of the Corporation or any Parent or
     Subsidiary) first become exercisable during the same calendar year, exceed
     One Hundred Thousand Dollars ($100,000) in the aggregate. Should the
     applicable One Hundred Thousand Dollar ($100,000) limitation be exceeded in
     the calendar year of such Change in Control, the option may nevertheless be
     exercised for the excess shares in such calendar year as a Non-Statutory
     Option.

                    (iv) Should Optionee hold, in addition to this option, one
     or more other options to purchase Common Stock which become exercisable for
     the first time in the same calendar year as this option, then the foregoing
     limitations on the exercisability of such options as Incentive Options
     shall be applied on the basis of the order in which such options are
     granted.


                                       6
<Page>

          18. LEAVE OF ABSENCE. The following provisions shall apply upon the
Optionee's commencement of an authorized leave of absence:

                    (i) The exercise schedule in effect under the Grant Notice
     shall be frozen as of the first day of the authorized leave, and this
     option shall not become exercisable for any additional installments of the
     Option Shares during the period Optionee remains on such leave.

                    (ii) Should Optionee resume active Employee status within
     sixty (60) days after the start date of the authorized leave, Optionee
     shall, for purposes of the exercise schedule set forth in the Grant Notice,
     receive Service credit for the entire period of such leave. If Optionee
     does not resume active Employee status within such sixty (60)-day period,
     then no Service credit shall be given for the period of such leave.

                    (iii) If this option is designated as an Incentive Option in
     the Grant Notice, then the following additional provision shall apply:

                          (A) If the leave of absence continues for more than
          ninety (90) days, then this option shall automatically convert to a
          Non-Statutory Option at the end of the three (3)-month period measured
          from the ninety-first (91st) day of such leave, unless Optionee's
          reemployment rights are guaranteed by statute or by written agreement.
          Following any such conversion of this option, all subsequent exercises
          of this option, whether effected before or after Optionee's return to
          active Employee status, shall result in an immediate taxable event,
          and the Corporation shall be required to collect from Optionee the
          income and employment withholding taxes applicable to such exercise.

                    (iv) In no event shall this option become exercisable for
     any additional Option Shares or otherwise remain outstanding if Optionee
     does not resume Employee status prior to the Expiration Date of the option
     term.


                                       7
<Page>

                                    EXHIBIT I

                               NOTICE OF EXERCISE

          I hereby notify Hoover's, Inc. (the "Corporation") that I elect to
purchase _________ shares of the Corporation's Common Stock (the "Purchased
Shares") at the option exercise price of $__________________ per share (the
"Exercise Price") pursuant to that certain option (the "Option") granted to me
under the Corporation's 1999 Stock Incentive Plan on __________.

          Concurrently with the delivery of this Exercise Notice to the
Corporation, I shall hereby pay to the Corporation the Exercise Price for the
Purchased Shares in accordance with the provisions of my agreement with the
Corporation (or other documents) evidencing the Option and shall deliver
whatever additional documents may be required by such agreement as a condition
for exercise. Alternatively, I may utilize the special broker-dealer sale and
remittance procedure specified in my agreement to effect payment of the Exercise
Price.


-------------------
Date

                                                ------------------------------
                                                Optionee


                                                Address:
                                                        ----------------------
                                                ------------------------------

Print name in exact manner it is to appear on
the stock certificate:                          ------------------------------

Address to which certificate is to be sent, if
different from address above:                   ------------------------------

                                                ------------------------------

Social Security Number:

Employee Number
                                                ------------------------------

<Page>

                                APPENDIX

          The following definitions shall be in effect under the Agreement:

          A. AGREEMENT shall mean this Stock Option Agreement.

          B. BENEFICIARY shall mean, in the event the Plan Administrator
implements a beneficiary designation procedure, the person designated by
Optionee, pursuant to such procedure, to succeed to Optionee's rights under the
option evidenced by this Agreement to the extent the option is held by Optionee
at the time of death. In the absence of such designation or procedure, the
Beneficiary shall be the personal representative of the estate of Optionee or
the person or persons to whom the option is transferred by will or the laws of
descent and distribution.

          C. BOARD shall mean the Corporation's Board of Directors.

          D. CHANCE IN CONTROL shall mean a change in ownership or control of
the Corporation effected through any of the following transactions:

               (i) a merger, consolidation or reorganization approved by the
     Corporation's stockholders, unless securities representing more than fifty
     percent (50%) of the total combined voting power of the voting securities
     of the successor corporation are immediately thereafter beneficially owned,
     directly or indirectly and in substantially the same proportion, by the
     persons who beneficially owned the Corporation's outstanding voting
     securities immediately prior to such transaction.

               (ii)  any stockholder-approved transfer or other disposition of
     all or substantially all of the Corporation's assets, or

               (iii) the acquisition, directly or indirectly by any person or
     related group of persons (other than the Corporation or a person that
     directly or indirectly controls, is controlled by, or is under common
     control with, the Corporation), of beneficial ownership (within the meaning
     of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
     percent (50%) of the total combined voting power of the Corporation's
     outstanding securities pursuant to a tender or exchange offer made directly
     to the Corporation's stockholders which the Board recommends such
     stockholders to accept.

          E. CODE shall mean the Internal Revenue Code of 1986, as amended.

          F. COMMON STOCK shall mean the Corporation's common stock.

          G. CORPORATION shall mean Hoover's, Inc., a Delaware corporation.

          H. EMPLOYEE shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.


                                      A-1
<Page>

          I. EXERCISE DATE shall mean the date on which the option shall have
been exercised in accordance with Paragraph 9 of the Agreement.

          J. EXERCISE PRICE shall mean the exercise price per share as specified
in the Grant Notice.

          K. EXPIRATION DATE shall mean the date on which the option expires as
specified in the Grant Notice.

          L. FAIR MARKET VALUE per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:

               (i) If the Common Stock is at the time traded on the Nasdaq
     National Market, then the Fair Market Value shall be the closing selling
     price per share of Common Stock on the date in question, as the price is
     reported by the National Association of Securities Dealers on the Nasdaq
     National Market or any successor system. If there is no closing selling
     price for the Common Stock on the date in question, then the Fair Market
     Value shall be the closing selling price on the last preceding date for
     which such quotation exists.

               (ii) If the Common Stock is at the time listed on any Stock
     Exchange, then the Fair Market Value shall be the closing selling price per
     share of Common Stock on the date in question on the Stock Exchange
     determined by the Plan Administrator to be the primary market for the
     Common Stock, as such price is officially quoted in the composite tape of
     transactions on such exchange. If there is no closing selling price for the
     Common Stock on the date in question, then the Fair Market Value shall be
     the closing selling price on the last preceding date for which such
     quotation exists.

          M. GRANT DATE shall mean the date of grant of the option as specified
in the Grant Notice.

          N. GRANT NOTICE shall mean the Notice of Grant of Stock Option
accompanying the Agreement, pursuant to which Optionee has been informed of the
basic terms of the option evidenced hereby.

          O. IMMEDIATE FAMILY of Optionee shall mean Optionee's child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law, including adoptive
relationships.

          P. INCENTIVE OPTION shall mean an option which satisfies the
requirements of Code Section 422.

          Q. MISCONDUCT shall mean the commission of any act of fraud,
embezzlement or dishonesty by Optionee, any unauthorized use or disclosure by
Optionee of confidential information or trade secrets of the Corporation (or any
Parent or Subsidiary), or any intentional wrongdoing by Optionee, whether by
omission or commission, which adversely

                                      A-2
<Page>

affects the business or affairs of the Corporation (or any Parent or Subsidiary)
in a material manner. The foregoing definition shall not limit the grounds for
the dismissal or discharge of Optionee or any other individual in the Service of
the Corporation (or any Parent or Subsidiary).

          R. NON-STATUTORY OPTION shall mean an option not intended to satisfy
the requirements of Code Section 422.

          S. NOTICE OF EXERCISE shall mean the notice of exercise in the form
attached hereto as Exhibit I.

          T. OPTION SHARES shall mean the number of shares of Common Stock
subject to the option as specified in the Grant Notice.

          U. OPTIONEE shall mean the person to whom the option is granted as
specified in the Grant Notice.

          V. PARENT shall mean any corporation (other than the Corporation) in
an unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

          W. PERMANENT DISABILITY shall mean the inability of Optionee to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which is expected to result in death or has lasted
or can be expected to last for a continuous period of twelve (12) months or
more.

          X. PLAN shall mean the Corporation's 1999 Stock Incentive Plan.

          Y. PLAN ADMINISTRATOR shall mean either the Board or a committee of
the Board acting in its administrative capacity under the Plan.

          Z. SERVICE shall mean Optionee's performance of services for the
Corporation (or any Parent or Subsidiary) in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or independent
advisor.

          AA. STOCK EXCHANGE shall mean the American Stock Exchange or the New
York Stock Exchange.

          BB. SUBSIDIARY shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations beginning with the Corporation, provided
each corporation (other than the last corporation) in the unbroken chain owns,
at the time of the determination, stock possessing fifty percent (50%) or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain.


                                      A-3
<Page>

                                    ADDENDUM
                                       TO
                             STOCK OPTION AGREEMENT

          The following provisions are hereby incorporated into, and are hereby
made a part of, that certain Stock Option Agreement (the "Option Agreement") by
and between Hoover's, Inc. (the "Corporation") and Jeffrey R. Tarr ("Optionee")
evidencing the stock option (the "Option") granted on May 22, 2001 to Optionee
under the terms of the Corporation's 1999 Stock Incentive Plan (the "Plan"), and
such provisions shall be effective immediately. All capitalized terms in this
Addendum, to the extent not otherwise defined herein, shall have the meanings
assigned to them in the Option Agreement.

                             INVOLUNTARY TERMINATION
                           FOLLOWING CHANGE IN CONTROL

          1. To the extent the Option does not accelerate, in connection with a
Change in Control, the Option shall continue, over Optionee's period of Service
after the Change in Control, to become exercisable for the Option Shares in one
or more installments in accordance with the provisions of the Option Agreement.
However, immediately upon an Involuntary Termination of Optionee's Service
within twelve (12) months following such Change in Control, the Option (or any
replacement grant), to the extent outstanding at the time but not otherwise
fully exercisable, shall automatically accelerate as follows: in the event that
the Involuntary Termination occurs on or prior to May 22, 2002, then the Option
Shares shall automatically accelerate such that a total of one-half (1/2) of the
Option Shares will be fully-vested as of such Involuntary Termination and may be
exercised for any or all of such accelerated Option Shares as fully-vested
shares of Common Stock. In the event that the Involuntary Termination occurs
following May 22, 2002, then the Option Shares shall accelerate such that the
total number of Option Shares that would be fully exercisable eighteen (18)
months following the date of the Involuntary Termination shall automatically
accelerate as of the date of such Involuntary Termination and may be exercised
for any or all of such accelerated Option Shares as fully-vested shares of
Common Stock.

          2. The Option as accelerated under Paragraph 1 shall remain so
exercisable until the EARLIER of (i) the Expiration Date or (ii) the expiration
of the one (1)-year period measured from the effective date of Optionee's
Involuntary Termination.

          3.   For purposes of this Addendum, an INVOLUNTARY TERMINATION shall
mean the termination of Optionee's Service by reason of:

                     (A) Optionee's involuntary dismissal or discharge by the
          Corporation for reasons other than Misconduct, or

<Page>

                     (B) Optionee's voluntary resignation following (A) a change
          in Optionee's position with the Corporation (or Parent or Subsidiary
          employing Optionee) which materially reduces Optionee's level of
          responsibility, with a material reduction in level of responsibility
          to be considered taking in to account all of the facts and
          circumstances, including without limitation the revenues, strategic
          direction and the number of employees of the operation(s) managed by
          Optionee prior to and following such Change in Control, (B) any
          reduction in Optionee's base salary, or a reduction in the level of
          Optionee's other compensation (including fringe benefits and target
          bonus under any performance based bonus or incentive programs) by more
          than fifteen percent (15%) or (C) a relocation of Optionee's place of
          employment by more than thirty (30) miles, provided and only if such
          change, reduction or relocation is effected by the Corporation without
          Optionee's consent.

          4. The provisions of Paragraph 2 of this Addendum shall govern the
period for which the Option is to remain exercisable following the Involuntary
Termination of Optionee's Service within twelve (12) months after the Change in
Control and shall supersede any provisions to the contrary in Paragraph 5 of the
Option Agreement.

          5. To the extent the provisions of this Addendum are inconsistent with
the Plan, and/or the Stock Option Agreement, this Addendum shall control for all
purposes and any portions of the Plan and/or the Stock Option Agreement which
would otherwise effect Optionee's ability to exercise options referenced in this
Addendum will not apply or interfere with Optionee's rights under this Addendum.


                                       2
<Page>

                             [HOOVER'S ONLINE LOGO]

                                 HOOVER'S, INC.
                         NOTICE OF GRANT OF STOCK OPTION

          Notice is hereby given of the following option grant (the "Option") to
purchase shares of the Common Stock of Hoover's, Inc. (the "Corporation"):

          OPTIONEE:  Jeffrey R. Tarr

          GRANT DATE: May 22, 2001

          VESTING COMMENCEMENT DATE: May 22, 2001

          EXERCISE PRICE: $5.00

          NUMBER OF OPTION SHARES: 150,000

          EXPIRATION DATE: May 21, 2011

          TYPE OF OPTION:     Non-Qualified Stock Option

          EXERCISE SCHEDULE: The Option shall become exercisable with respect to
     six and one-quarter percent (6.25%) of the Option Shares upon Optionee's
     completion of each three (3) months of service over the four (4) year
     period measured from the Vesting Commencement Date (subject to acceleration
     as provided in Paragraph 6(a) of the Option Grant Agreement). Vesting shall
     occur on the twenty-second day of every third month following the Vesting
     Commencement Date, beginning on August 22, 2001. In no event shall the
     Option become exercisable for any additional Option Shares after Optionee's
     cessation of Service.

          Optionee understands and agrees that the Option is granted subject to
and in accordance with the terms of the Hoover's, Inc. 1999 Stock Incentive Plan
(the "Plan"). Optionee further agrees to be bound by the terms of the Plan and
the terms of the Option as set forth in the Stock Option Agreement and any
Addenda to such Stock Option Agreement attached hereto as Exhibit A. A copy of
the Plan is available upon request made to the Corporate Secretary at the
Corporation's principal offices.

<Page>

          NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Notice or in the
attached Stock Option Agreement or in the Plan shall confer upon Optionee any
right to continue in Service for any period of specific duration or interfere
with or otherwise restrict in any way the rights of the Corporation (or any
Parent or Subsidiary employing or retaining Optionee) or of Optionee, which
rights are hereby expressly reserved by each, to terminate Optionee's Service at
any time for any reason, with or without cause.

          DEFINITIONS. All capitalized terms in this Notice shall have the
meaning assigned to them in this Notice or in the attached Stock Option
Agreement.

DATED: May 22, 2001


                     HOOVER'S, INC.


                     By:
                       ---------------------------------------
                     Title: Chairman



                     -----------------------------------------
                     Jeffrey R. Tarr

                     Address:
                             ---------------------------------

                     -----------------------------------------





     ATTACHMENTS
     Exhibit A - Stock Option Agreement

<Page>

                            [HOOVER'S ONLINE LOGO]

                                 HOOVER'S, INC.
                         NOTICE OF GRANT OF STOCK OPTION

          Notice is hereby given of the following option grant (the "Option") to
purchase shares of the Common Stock of Hoover's, Inc. (the "Corporation"):

          OPTIONEE:  Jeffrey R. Tarr

          GRANT DATE: May 22, 2001

          VESTING COMMENCEMENT DATE: May 22, 2001

          EXERCISE PRICE: $__.____ [CLOSING PRICE AS OF MAY 22, 2001]

          NUMBER OF OPTION SHARES: 225,000

          EXPIRATION DATE: May 21, 2011

          TYPE OF OPTION:     __________ Incentive Stock Options
     and _____________

          Non-Qualified Stock Options (TO BE CALCULATED BASED ON
     EXERCISE PRICE)

          EXERCISE SCHEDULE: The Option shall become exercisable with respect to
     six and one-quarter percent (6.25%) of the Option Shares upon Optionee's
     completion of each three (3) months of service over the four (4) year
     period measured from the Vesting Commencement Date (subject to acceleration
     as provided in the Stock Option Agreement and Addendum thereto attached
     hereto as EXHIBIT A). Vesting shall occur on the twenty-second day of every
     third month following the Vesting Commencement Date, beginning on August
     22, 2001. In no event shall the Option become exercisable for any
     additional Option Shares after Optionee's cessation of Service.

          Optionee understands and agrees that the Option is granted subject to
and in accordance with the terms of the Hoover's, Inc. 1999 Stock Incentive Plan
(the "Plan"). Optionee further agrees to be bound by the terms of the Plan and
the terms of the Option as set forth in the Stock Option Agreement and Addendum
thereto attached hereto as EXHIBIT A. A


<Page>

copy of the Plan is available upon request made to the Corporate Secretary at
the Corporation's principal offices.

          NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Notice or in the
attached Stock Option Agreement or in the Plan shall confer upon Optionee any
right to continue in Service for any period of specific duration or interfere
with or otherwise restrict in any way the rights of the Corporation (or any
Parent or Subsidiary employing or retaining Optionee) or of Optionee, which
rights are hereby expressly reserved by each, to terminate Optionee's Service at
any time for any reason, with or without cause.

          DEFINITIONS. All capitalized terms in this Notice shall have the
meaning assigned to them in this Notice or in the attached Stock Option
Agreement.

DATED:         May 22, 2001


                     HOOVER'S, INC.


                     By:
                        --------------------------------

                     Title: Chairman



                     -----------------------------------
                     Jeffrey R. Tarr

                     Address:
                             ---------------------------

                     -----------------------------------






     ATTACHMENTS
     Exhibit A - Stock Option Agreement