<PAGE>

                                                                    Exhibit 10.2

Portions of this Exhibit have been omitted pursuant to a confidential treatment
request filed with the Securities and Exchange Commission. An asterisk (*)
identifies where such confidential treatment has been requested and information
has been omitted. The omitted portions have been filed separately with the
Securities and Exchange Commission.

                          YAHOO! INC. AND WEBHIRE, INC.
                               SERVICES AGREEMENT

         This Agreement (the "AGREEMENT") is made this 3rd day of June 1999 (the
"EFFECTIVE DATE") between Yahoo! Inc., a Delaware corporation, with offices at
3420 Central Expressway, Santa Clara, CA 95051, ("YAHOO") and Webhire, Inc., a
Delaware corporation, with offices at 91 Hartwell Avenue, Lexington, MA 02421
("WEBHIRE").

                                    RECITALS

         WHEREAS, Yahoo operates a search engine and World Wide Web directory
under the brand "Yahoo!" from its primary World Wide Web site, currently located
at HTTP://WWW.YAHOO.COM (together with any and all other sites serving in the
future as Yahoo's primary World Wide Web site referred to as the "Yahoo Main
Site"); and

         WHEREAS, Webhire designs, develops, markets and supports a family of
cross-industry human resource recruitment solutions and related services; and

         WHEREAS, Yahoo and Webhire contemplate executing one or more agreements
pursuant to which Yahoo will be granted warrants in Webhire under terms
substantially similar to those set forth in EXHIBIT M; and

         WHEREAS, Yahoo and Webhire desire to enter into this Agreement under
the terms and conditions set forth herein.

         NOW THEREFORE, in consideration of the foregoing and the mutual
promises contained herein, the parties hereto agree as follows:

SECTION 1: DEFINITIONS.

      (a) "EMPLOYERS" means corporations or other entities that have a need to
          find candidates to fill open positions.

      (b) "EMPLOYER DATA" means all data provided by or generated from
          Employers.

      (c) "LAUNCH DATE" means the date on which Yahoo Recruiter, Yahoo Resumes
          and Webhire JobPost to Yahoo Classifieds are first commercially
          available to the public.

      (d) "PERSONAL AND OTHER DATA" means all data, other than Employer Data,
          generated under this Agreement, including but not limited to data
          provided by or generated from users of Yahoo Resumes, and includes,
          without limitation, the user's Yahoo id, password, name, address,
          contact information, resume contents and resulting metrics for reach,
          registered members, user preferences, and user minutes.

      (e) "REVENUE" means the gross revenue received from the sale of Yahoo
          Recruiter, Yahoo Resumes and Yahoo Premium Services (excluding
          applicable taxes).

      (f) "TERM" means the term of this Agreement determined in accordance with
          Section 9 below.


<PAGE>



      (g) "WEBHIRE BRAND FEATURES" means those trademarks, service marks, logos
          and other distinctive brand features of Webhire that are described in
          EXHIBIT J, and shall include a descriptive phrase mutually agreed upon
          by the parties; provided that such phrase shall not be a "call to
          action."

      (h) "WEBHIRE COMPETITORS" shall mean the following entities: Interactive
           Search, Inc.; CareerBuilder, Inc.; Resumix, Inc.; Personic, Inc.;
          CareerCast, Inc.; Alexus, Inc.; HireSystems, Inc; provided that,
          Webhire may add additional third parties to such list upon giving
          sixty (60) days written notice to Yahoo; provided further that, Yahoo
          shall be permitted to fulfill any contractual obligation to such party
          that exists as of the date of such notice

      (i) "WEBHIRE ENTERPRISE CUSTOMERS" means customers of Webhire's Webhire
          Hire client/server or Intranet enterprise employment automation
          software products. Customers of Webhire's Webhire service are
          specifically excluded from this definition unless they are also
          customers of Webhire's Webhire Hire products.

      (j) "WEBHIRE SERVICES" means all services and support that Webhire is to
          provide under this Agreement, including but not limited to, providing
          to Yahoo and supporting Yahoo Recruiter, Yahoo Resumes and Webhire
          JobPost.

      (k) "WEBHIRE SITE" means the following World Wide Web site: and
          http://www.webhire.com.

      (l) "WEBHIRE TECHNOLOGY" means the technology necessary for Webhire to
          accomplish its obligations under this Agreement, and includes, without
          limitation, all applicable technical equipment, infrastructure
          (including, without limitation, servers, routers and related
          equipment) and all related technology and software (including, without
          limitation, all technology and software whether owned or licensed by
          Webhire).

      (m) "WEBHIRE CUSTOMERS" means Employers that are Webhire customers and use
          the Webhire JobPost or Webhire Recruiter services, including, but not
          limited to, Webhire Enterprise Customers that use Webhire to access
          services provided through the Webhire Network or Webhire Premium
          Services.

      (n) "WEBHIRE JOBPOST" means the service, described in detail in EXHIBIT A,
          that automatically collects job listings from an Employer's web site
          for distribution to Internet job posting sites.

      (o) "WEBHIRE RECRUITER" means the service, described in detail on
          EXHIBIT B, that provides an integrated, web-based environment that
          allows Employers to enter information about their open jobs, post
          those jobs to Internet job posting sites, receive and track
          information about candidates who apply for jobs, and maintain a
          private pool of their candidates.

      (p) "WEBHIRE PREMIUM SERVICES" means those additional services offered to
          [Webhire subscribers] (including paper resume processing,
          pre-employment screening services, third party resume pool searching,
          and job postings to Internet sites which may or may not be part of the
          Webhire Network), described in detail in EXHIBIT C.

      (q) "WEBHIRE NETWORK" means the network of staffing service providers set
          forth in EXHIBIT N that have entered into agreements with Webhire to
          make their services available to Webhire customers.



                                       2
<PAGE>



      (r) "YAHOO BRAND FEATURES" means all trademarks, service marks, logos and
          other distinctive brand features of Yahoo that are used in or relate
          to its business, including, without limitation, the trademarks,
          service marks and logos described in EXHIBIT J.

      (s) "YAHOO CLASSIFIEDS" means that portion of the Yahoo Main Site
          currently located at http://classifieds.yahoo.com/employment.html, in
          which advertisers place classified advertisements, including the
          placement of job postings by Employers.

      (t) "YAHOO COMPETITORS" shall mean the following *************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          ****************************.

      (u) "YAHOO EMPLOYMENT" means the portion of the Yahoo Main Site, currently
          located at HTTP://EMPLOYMENT.YAHOO.COM/, containing, among other
          things, various resources for job seekers, including job search,
          resume posting to an on-line database, and career advice.

      (v) "YAHOO PROPERTIES" means any Yahoo branded or co-branded media
          properties, including, without limitation, Internet guides, that are
          developed in whole or in part by Yahoo.

      (w) "YAHOO RECRUITER" means the customized version of Webhire Recruiter as
          described in detail in EXHIBIT D. The Yahoo Recruiter shall include,
          among other features, those features currently available in the
          Webhire Recruiter that will allow Yahoo users to
          **********************************************************************
          ***************. Yahoo Recruiter will be consistent with the look and
          feel and user experience of the Yahoo Properties. Yahoo will have sole
          control over the appearance, design, layout and content of Yahoo
          Recruiter as they relate to look and feel and user experience (it
          being understood that Yahoo Recruiter's functionality will be
          *********************************************************************
          ***********************.

      (x) "YAHOO RECRUITER CUSTOMER" shall mean those individuals or
          entities that purchase Yahoo Recruiter services.

      (y) "YAHOO RECRUITER PAGES" shall mean those pages on which Yahoo
          Recruiter is implemented.

      (z) "YAHOO PREMIUM SERVICES" means additional services that are described
          in EXHIBIT C.

      (aa) "YAHOO'S PRIVACY POLICY" shall mean that privacy policy currently
          located at http://docs.yahoo.com/info/privacy/ (as may be amended by
          Yahoo from time to time).

      (bb) "YAHOO REGISTRATION FUNCTIONALITY" means that functionality
          implemented as part of Yahoo's standard registration process that
          allows Yahoo to collect from Yahoo users information, including, but
          not limited to, such user's personal Yahoo ID and password, e-mail
          address, gender, date of birth, occupation, zip code and interests.

      (cc) "YAHOO RESUMES" means a database comprised of resumes submitted by
          Yahoo Properties' users.



                                       3
<PAGE>



      (dd) YAHOO SEARCH FUNCTIONALITY" means that functionality implemented
          throughout the Yahoo Properties that allows Yahoo users to search for
          information within the Yahoo Properties and on the World Wide Web.

SECTION 2: RESPONSIBILITIES OF WEBHIRE.

Webhire will have the following responsibilities.

2.1      Within *********** from the commercial release of Yahoo Resumes (except
         as provided in clause (iv) below), Webhire will develop and provide to
         Yahoo, Yahoo Recruiter. Yahoo Recruiter shall (i) be installed and
         maintained ***************** (ii) *************************************
         ***********************************************************************
         ***********************************************************************
         ***********************************************************************
         ***********************************************************************
         ***********************************************************************
         ***********************************************************************
         **************************************************************; and (v)
         maintain the Yahoo look and feel as determined by Yahoo. At Yahoo's
         direction, Webhire will conduct a series of beta tests of Yahoo
         Recruiter and will correct all problems (as determined by Yahoo) that
         are revealed through such beta tests (or otherwise). Yahoo Recruiter
         shall be publicly launched only upon Yahoo's approval of the beta test
         results, which shall be at Yahoo's sole discretion. Following Yahoo
         Recruiter's launch, Webhire will continue to make engineers available
         as requested by Yahoo to work through bugs and to collaborate on Yahoo
         Recruiter enhancements and functional adjustments. Webhire shall
         provide all support for Yahoo Recruiter Customers in accordance with
         those specifications set forth on EXHIBIT K.

2.2      Within thirty (30) days from the Effective Date (except as provided in
         clause (iv) below), Webhire will complete development and installation
         of the Yahoo Resumes database service. Yahoo Resumes shall be
         prominently branded with Yahoo Brand Features and Webhire Brand
         Features (which will be prominent but secondary to Yahoo's) and shall
         contain: (i) persistent links to various Yahoo Properties designated by
         Yahoo; (ii)************************************; (iii) enable hypertext
         links to be established that will allow Yahoo to integrate Yahoo
         Resumes with Yahoo Employment; (iv) have the capacity to serve
         advertising (e.g., banners) pursuant to Yahoo's advertising standards
         and specifications, provided that, this feature's development and
         installation shall be completed by Webhire, with Yahoo's cooperation,
         as soon as reasonably practicable but in no case later than sixty (60)
         days after the date on which Yahoo has provided Webhire those materials
         and information required from Yahoo and necessary for Webhire to
         complete this task; and (v) maintain the Yahoo look and feel as
         determined by Yahoo. Webhire shall provide second line support to Yahoo
         for all issues relating to Yahoo Resumes.

2.3      During the Term, Yahoo will have the right to require modifications and
         additions of new features to Yahoo Recruiter and Yahoo Resumes;
         provided that, substantial modifications or additions of new features
         to Yahoo Recruiter and Yahoo Resumes **********************************
         ***********************************************************************
         **********************.

2.4           Within*********** from the Effective Date, Webhire will complete
         development of ********************************************************
         ***********************************************************************
         ***********************************************************************
         ***********************************************************************
         ***********************************************************************
         ***********************************************************************
         ***********************************************************************
         ***********************************************************************



                                       4
<PAGE>



         ***********************************************************************
         *******************.

2.5      Within thirty (30) days from the Effective Date, Webhire will begin
         delivery of a data feed (updated twice per week), in a format
         determined by Yahoo, of all job listings from Webhire Customers, and
         Yahoo Recruiter Customers, (the "Webhire Job Listings"), provided that,
         job listings from Webhire Customers and Yahoo Recruiter Customers that
         specifically request in writing that their job listings not be posted
         to Yahoo Classifieds shall be excluded from such data feed. Under no
         circumstances shall Webhire *****************************************
         **************** pursuant to this Section 2.5; provided that Webhire
         will be entitled to charge fees for its Webhire JobPost service.

2.6      Webhire represents and warrants that at no time during the Term, shall
         the number of unique job listings delivered pursuant to Section 2.5
         above, be less than *******.

2.7      Webhire shall provide Yahoo written reports containing any other
         information requested by Yahoo that Webhire collects relating to Yahoo
         Recruiter, Yahoo Resumes and Webhire JobPost (as it pertains to Yahoo
         job postings) (the "Webhire Reports"). The Webhire Reports shall be
         provided as frequently as possible but no less frequently than weekly.

2.8      To the extent that Webhire develops enhanced versions of any of the
         products offered to Yahoo as part of Yahoo Recruiter, Yahoo Resumes and
         Webhire JobPost ("Enhancements"), upon Yahoo's approval, Webhire shall
         make the same available to Yahoo and/or Yahoo users simultaneously with
         each version's availability. Webhire will commit reasonable engineering
         resources, as well as provide Yahoo with release notes detailing what
         has changed with any Enhancement or new release to ensure that Yahoo
         and Webhire together will successfully integrate into the Yahoo
         Recruiter, Yahoo Resumes and Webhire JobPost all such enhancements and
         upgrades.

2.9      ***********************************************************************
         ***********************************************************************
         ***********************************************************************
         ***********************************************************************
         ***********************************************************************
         ***********************************************************************
         ***********************************************************************
         ***********************************************************************
         ***********************************************************************
         ***********************************************************************
         **********************************************************************.

2.10     Webhire shall acquire and maintain, at its own cost, servers and other
         equipment adequate to support Webhire's obligations under this
         Agreement. Webhire shall also ensure that at all times the Webhire
         Technology will be able to support the demand generated by Yahoo
         Recruiter, Yahoo Resumes and Webhire JobPost users and can be scaled
         to support future growth as reasonably determined by Yahoo.

2.11     Webhire grants to Yahoo a non-exclusive, non-transferable, worldwide,
         fully paid license to use, reproduce and display Webhire Brand
         Features in connection with the promotion of Yahoo Recruiter, Yahoo
         Resumes and Webhire JobPost under this Agreement, subject to the terms
         set forth herein. Yahoo shall at no time adopt or use, without
         Webhire's prior written consent, any



                                       5
<PAGE>



         variation of any Webhire Brand Feature, or any element likely to be
         similar to or confused with any Webhire Brand Feature. Any and all
         goodwill arising from Yahoo's use of the Webhire Brand Features shall
         inure solely to the benefit of Webhire. Yahoo agrees to comply with
         the guidelines regarding usage of the Webhire Brand Features attached
         hereto as EXHIBIT J, as may be modified or supplemented by Webhire
         from time to time.

2.12     Webhire has designated individuals to contact for various matters on
         EXHIBIT O.

2.13     In the event that Webhire enters into any bona fide discussions with
         any third party with respect to a Control Transaction (as defined
         below), Webhire will immediately ********************.*****************
         **************************************************Webhire will *******
         **************************************************Webhire's entering
         into a binding no-shop agreement or definitive purchase agreement with
         respect to a Control Transaction. ************************************
         ***********************. As used herein, a "Control Transaction"
         shall mean any transaction or series of transactions in which (1)
         voting control of Webhire is transferred or agreed to be transferred
         by way of a merger, consolidation or the sale of equity securities
         of Webhire, (2) all or substantially all of the assets of Webhire or
         a material asset of Webhire are to be transferred, or Webhire is
         liquidated. *********************************************************
         *********************************************************************
         ********************************************************************.

2.14     Webhire shall **********************, within one (1) business day of
         ***************************************************************
         ***********.

SECTION 3: RESPONSIBILITIES OF YAHOO.

3.1      Yahoo agrees to expeditiously review Yahoo Resumes, the Webhire
         Marketing Site, and Yahoo Recruiter for compliance with Yahoo's "look
         and feel" standards, and for compliance with Yahoo's accessibility,
         security, and performance standards.

3.2      Within ****************** from the date of completion of development by
         Webhire of Yahoo Resumes, Yahoo will integrate Yahoo Resumes into Yahoo
         Employment through various hypertext links, and implement the plan for
         promotion of Yahoo Resumes according to the schedule described in
         EXHIBIT G.

3.3      Contemporaneously with the integration of Yahoo Resumes as described in
         Section 3.2 above, Yahoo will implement the links to promote the******.

3.4      During the Term, subject to the provisions of Section 3.7 below, Yahoo
         shall within ****************** of receipt of Webhire Job Listings
         from Webhire, post these listings to the Yahoo Classifieds jobs
         database. The said listings shall conform to Yahoo specifications as
         determined by Yahoo.

3.5      Within ***************** from the date that Webhire makes Yahoo
         Recruiter, Yahoo Resumes and JobPost commercially available, Yahoo will
         implement the plan for promotion of Yahoo Recruiter according to the
         schedule described in EXHIBIT G.

3.6      Yahoo grants Webhire a non-exclusive, non-transferable, worldwide,
         fully paid license to use, reproduce and display Yahoo Brand Features
         in connection with the promotion of Yahoo Recruiter, Yahoo Resumes and
         Webhire JobPost under this Agreement, subject to the terms set forth
         herein; provided that, Yahoo may, in its sole discretion, revoke such
         license during any



                                       6
<PAGE>



         period in which Webhire fails to comply with the guidelines for usage
         of the Yahoo Brand Features attached as EXHIBIT J. Webhire shall at no
         time adopt or use, without Yahoo's prior written consent, any
         variation of any Yahoo Brand Feature, or any element likely to be
         similar to or confused with any Yahoo Brand Feature. Any and all
         goodwill arising from Webhire's use of the Yahoo Brand Features shall
         inure solely to the benefit of Yahoo. Webhire agrees to comply with
         the guidelines regarding usage of the Yahoo Brand Features attached
         hereto as EXHIBIT J, as may be modified or supplemented by Yahoo from
         time to time.

3.7      In the event that Yahoo becomes aware of*******************************
         ********** *****************, Yahoo will, consistent with any
         confidentiality obligations with such**********************************
         ********; provided however, that in the event that Yahoo***************
         ******************************, the parties shall mutually agree on
         which, if any, *******************.

3.8      Notwithstanding anything else to the contrary in this Agreement, in no
         event shall Yahoo be under any obligation, express or implied, to link
         to any website, or post or otherwise include any content or service
         (including the Yahoo Recruiter, Yahoo Resumes, or Webhire Job Listings)
         in any Yahoo Property in the event that Yahoo, in good faith and in its
         sole discretion, determines that to do so would violate in any manner,
         any Yahoo policy or procedure, or any law or regulation, or is
         inconsistent with the terms of this Agreement.

SECTION 4:    SALES METHODOLOGY.

4.1      Employers may elect to purchase ******* Webhire JobPost, Yahoo
         Recruiter or Yahoo Resumes ***************************. Yahoo Premium
         Services, as detailed in EXHIBIT F, **********************************
         *****.

4.2      During the Term, Yahoo and Webhire will each have the right to *******
         ***********************************************************************
         ***********************************************************************
         **********************.

4.3      **********************************************************************
         **********************************************************************
         **********************************************************************
         **********************************************************************
         **********************************************************************
         *********************************************************************.

4.4      Pricing for Yahoo Recruiter, Yahoo Resumes and Yahoo Premium Services
         will be established by mutual agreement of Yahoo and Webhire. The
         prices initially in effect will be those set forth in EXHIBIT D hereto.
         Revenues will be shared by Yahoo, Webhire and any appropriate
         third-parties as set forth in EXHIBIT I.

4.5      Each party will be responsible for the billing and collection of fees
         for Yahoo Sales made by it, and for making payments due the other party
         as described in EXHIBIT I. Within ************ after the end of each
         calendar quarter, each party will provide the other with a statement
         showing the calculation of the amount (if any) payable hereunder,
         together with payment of the amount due. Each party will maintain
         records sufficient to determine the amounts payable hereunder.



                                       7
<PAGE>



4.6      To ensure compliance with the terms of this Agreement, each party shall
         have the right, at its own expense, to direct an independent certified
         public accounting firm to inspect and audit all of the accounting and
         sales books and records of the other party which are relevant to the
         payments described in Section 4.5; provided, however, that: (i) the
         party seeking the audit provides thirty (30) days notice prior to such
         audit; (ii) any such inspection and audit shall be conducted during
         regular business hours in such a manner as not to interfere with normal
         business activities; (iii) in no event shall audits be made more
         frequently than once per calendar year; and (iv) in the event that any
         audit shall reveal an underpayment of more than ten percent (10%) of
         the amounts due for any calendar quarter, the audited party will
         reimburse the other party for the reasonable cost of such audit. If any
         audit shall reveal an overpayment of the amounts due the other party,
         the audited party shall be entitled to credit such amounts against
         further payments, and if no further payments are due, the party seeking
         the audit shall promptly refund such amount.

SECTION 5:    PROMOTION.

5.1      Yahoo agrees to ********* promote Webhire JobPost and Yahoo Recruiter
         as ********* means of posting job openings through Yahoo Classifieds.
         In addition, Yahoo will promote Yahoo Recruiter and Yahoo Resumes
         through marketing initiatives within the Yahoo Main Site as described
         in EXHIBIT G, and through marketing initiatives outside of the Yahoo
         Main Site as described in EXHIBIT G.

5.2      Webhire agrees to aggressively promote Yahoo Recruiter and Yahoo
         Resumes to Employer prospects as its premier Internet-based job posting
         and candidate sourcing solution. Specifically, Webhire will, among
         other things, market Yahoo Recruiter and Yahoo Resumes to current
         Webhire customers and Webhire Enterprise Customers as an enhancement
         that allows posting to Yahoo Employment and searching of Yahoo Resumes,
         and through marketing initiatives as described in EXHIBIT H. In
         addition, Webhire will refer to Yahoo all customer leads for other
         services offered by Yahoo or Yahoo affiliates.

SECTION 6:    EXCLUSIVITY.

6.1      During the Term, subject to Section 2.9, Yahoo will not:
              ******************************************************************
              ******************************************************************
              ***************************************** For clarity, Webhire
              acknowledges that under no circumstances shall the foregoing
              limited exclusivity provision of this Section 6.1 be deemed to
              restrict Yahoo from, among other things, promoting or placing
              banners, buttons or any other advertising or promotion of any
              entity on any Yahoo Property.

6.2      During the Term, Webhire will not, without Yahoo's consent:
              (i)***************************************************************
              ********************************************************; provided
              that, Webhire may, without Yahoo's consent,
              *************************************************************;
              or
              (ii) enter into any agreement with a third party to
              ******************************************************************
              *************************************; provided, that Webhire will
              not be restricted by this provision from: (x) making its standard
              product and service offerings directly to Webhire end-user
              customers; or (y)*************************



                                       8
<PAGE>


              *****************************************************************
              ***************************.

SECTION 7:    ADVERTISING.

7.1      Yahoo will ************* to sell, serve, and retain any proceeds from,
         any and all advertising and sponsorships in connection with Yahoo
         Recruiter, Yahoo Premium Services and Yahoo Resumes. For clarity,
         except as may be provided under a separate agency agreement (which
         Yahoo is under no obligation to enter into) Webhire *************** to
         any such advertising revenue. The parties acknowledge that this Section
         7.1 shall not be deemed to restrict Webhire's ability to sell the
         services as contemplated under this Agreement.

SECTION 8:    WARRANTS.

8.1    Immediately upon execution of this Agreement, Webhire shall issue to
       Yahoo a Warrant to purchase one hundred fourteen thousand six hundred
       fifty nine (114,659) shares of Webhire's Common Stock in the form of
       EXHIBIT M attached hereto. Webhire represents and warrants that such
       number of shares of Common Stock is equal to 1.0% of Webhire's total
       number of outstanding shares of capital stock (on a fully-diluted basis,
       assuming conversion of outstanding options, warrants, and other.

8.2    On the first anniversary of the Effective Date, if this Agreement has
       been renewed for an additional year beyond the Initial Term, Webhire
       shall issue to Yahoo an additional Warrant to shares representing 1.0% of
       Webhire's Common Stock (on a fully diluted basis, assuming conversion of
       outstanding options, warrants, and other) substantially in the form of
       EXHIBIT M attached hereto; PROVIDED, that the Vesting Date of such
       Warrant (as defined therein) shall be the second anniversary of the
       Effective Date, the Exercise Price (as defined therein) shall be equal to
       the average closing price of the Webhire Common Stock for the thirty (30)
       trading days prior to the first anniversary of the Effective Date, and
       the Expiration Date (as defined therein) shall be the sixth anniversary
       of the Effective Date.

SECTION 9:  TERM AND TERMINATION.

9.1  TERM AND RENEWALS. The initial Term of this Agreement shall commence on the
     Effective Date and continue for a period of *********** from the Launch
     Date (the "Initial Term"). Upon expiration of the Initial Term, provided
     that Webhire has delivered no less than ***************************
     ********** in Revenues to Yahoo during the Initial Term, either party may
     renew this Agreement for an additional term of ********* (a "Renewal
     Term"). In the event that either party elects to renew this Agreement as
     set forth in this Section 9.1, such party shall give the other party
     written notice of such intent no less than ********** prior to the Initial
     Term's expiration. After the expiration of the Renewal Term (if any), this
     Agreement will be automatically renewed for successive **********, unless
     either party provides the other with notice of non-renewal at least ******
     prior to the renewal date.

9.2  TERMINATION FOR CAUSE BY EITHER PARTY. This Agreement may be terminated by
     either party immediately upon notice if the other party: (i) becomes
     insolvent; (ii) files a petition in bankruptcy; (iii) makes an assignment
     for the benefit of its creditors; or (iv) materially breaches any of its
     obligations under this Agreement, which breach is not remedied within
     thirty (30) days following written notice to such party.


                                       9
<PAGE>


9.3  TERMINATION BY YAHOO. This Agreement may be terminated by Yahoo (i)
     immediately upon Webhire's breach of any obligation under Section 8; and
     (ii) upon thirty (30) days written notice to Webhire if
     ******************************.

9.4  EFFECT OF TERMINATION. Any termination pursuant to this Section 9 will be
     without any liability or obligation of the terminating party, other than
     with respect to any breach of this Agreement by such party prior to
     termination. The rights afforded the parties under this Section 9 will not
     be deemed to be exclusive, but shall be in addition to any rights or
     remedies provided by law. Sections 1, 9 and 11 through 15 shall survive
     termination or expiration of this Agreement. Upon failure to renew or
     notice of termination for any reason and as soon as is commercially
     practical in either case (but no later than fifteen (15) days before the
     expiration or termination of this Agreement), Webhire shall transfer all
     archived Personal and Other Data and copies of all Employer Data, to Yahoo,
     and in addition shall transfer all stored and contemporaneously generated
     Personal and Other Data and copies of all Employer Data, to Yahoo through
     the end of the Term so that Yahoo has all Personal and Other Data and
     copies of all Employer Data, in its possession upon termination or
     expiration.

9.5 RIGHTS OF WEBHIRE POST-TERMINATION. Upon the expiration or termination of
    this Agreement (other than a termination by Yahoo under Section 9.2),
    Webhire will have the right to continue to provide its customers with the
    ability to post jobs to Yahoo Classifieds and access to Yahoo Resumes for a
    period of ********* after such expiration or termination, and this Agreement
    shall continue in effect for such purpose.

SECTION 10:  WEBHIRE QUALITY COMMITMENTS, WARRANTIES AND YEAR 2000 COMPLIANCE.

10.1     WEBHIRE COMMITMENTS FOR WEBHIRE SERVICES. Webhire understands and
         acknowledges that Yahoo is relying on the Webhire Services and that the
         quality and consistency of these services will affect the quality of
         Yahoo's brand. Accordingly, Webhire agrees to meet all of the
         specifications set forth in this Agreement regarding Webhire Services.
         Without limitation, failure by Webhire to substantially meet the
         criteria for any of these responsibilities will constitute a material
         breach of this Agreement.

10.2     WEBHIRE COMMITMENT TO PROVIDE WEBHIRE SERVICES THAT ARE AT LEAST EQUAL
         TO SERVICES AT ITS OWN WEB SITE ******************. To the extent that
         Webhire provides services for its own ************ that are similar to
         any of the Webhire Services called for under this Agreement, Webhire
         agrees to provide a level of service for Yahoo that is of the same or
         better quality as the service it provides in support of its own web
         site *****. If Webhire's services for its own ******** improve beyond
         the minimum levels described in this Agreement, Webhire will provide
         the same or a better level of service for Yahoo. Without limitation,
         failure by Webhire to substantially comply with this obligation will
         constitute a material breach of this Agreement.

10.3 WEBHIRE GENERAL WARRANTY. Webhire represents and warrants that:

         (i)      There are no pending or threatened claims, suits, actions or
                  charges against Webhire alleging any violation of licenses,
                  laws, rules and regulations.

         (ii)     The Webhire Services and Webhire Technology shall be free from
                  material errors.

10.4     YEAR 2000 COMPLIANCE. Webhire represents and warrants that its ability
         to perform its obligations under this Agreement will not be materially
         impaired by difficulties within Webhire's systems or operations in
         managing and processing data dependent information during the Term.



                                       10
<PAGE>

         In addition, Webhire will analyze both its internal operations and
         systems and its relations with its suppliers and no later than June 1,
         1999 and will (a) make available to Yahoo information concerning how
         Webhire has analyzed the ability of its systems, operations, and
         suppliers to manage date-dependent data after December 31, 1999, and
         (b) confirm Webhire's ability to perform in accordance with its Year
         2000 warranty in this Agreement. If Webhire does not timely provide
         both a report and confirmation as set forth above, Yahoo may terminate
         this Agreement on thirty (30) days' notice. In addition, at any time
         after June 1, 1999, Yahoo may direct a third party that is reasonably
         acceptable to Webhire (such as but not limited to a nationally known
         accounting or consulting firm) to analyze and audit Webhire for Year
         2000 preparedness. If the third party concludes that Webhire cannot
         demonstrate Year 2000 preparedness concerning its own systems and its
         relationships with suppliers (but excluding factors that are fully
         outside of Webhire's or its suppliers' control), Yahoo may terminate
         this Agreement on thirty (30) days' written notice.

SECTION 11: CONFIDENTIALITY AND USER DATA.

11.1     TERMS AND CONDITIONS. The terms and conditions of this Agreement
         constitute confidential information. Yahoo and Webhire acknowledge and
         agree that the terms of the Mutual Nondisclosure Agreement between the
         parties and attached as EXHIBIT P, shall be incorporated by reference
         and made a part of this Agreement, and shall govern the use and
         disclosure of confidential information and all discussions pertaining
         to or leading to this Agreement

11.2     PUBLICITY. Any and all publicity relating to this Agreement, the
         parties' relationship hereunder and any subsequent transactions between
         Yahoo and Webhire, and the method of its release shall be approved in
         writing, in advance by both parties.

11.3     USER DATA. As between Yahoo and Webhire, all Personal and Other Data
         shall be the ***********************************************. Webhire
         agrees to do nothing inconsistent with such ownership, including but
         not limited to, any distribution of the Personal and Other Data and any
         use of the Personal and Other Data other than as expressly permitted in
         this Agreement. Webhire also agrees to maintain all Personal and Other
         Data as confidential information and in confidence during the Term. All
         Employer Data shall be the confidential information of, and shall be
         **************************************** provided that Webhire agrees
         ***********************************************************************
         ***********************************************************************
         ***********************************************************************
         *************************************. Notwithstanding anything to the
         contrary in this Agreement, all uses of Personal and Other Data and
         Employer Data shall be in accordance with Yahoo's Privacy Policy.

SECTION 12:  LIMITATION OF LIABILITY.

         EXCEPT FOR WEBHIRE'S OBLIGATIONS UNDER SECTION 13 BELOW, UNDER NO
         CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO ANOTHER PARTY FOR
         INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES
         ARISING FROM THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE
         POSSIBILITY OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF
         REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.


                                       11
<PAGE>

SECTION 13:  INDEMNIFICATION AND INSURANCE.

13.1     INDEMNIFICATION BY WEBHIRE. Webhire, at its own expense, will
         indemnify, defend and hold harmless Yahoo, its employees,
         representatives, agents and affiliates against any claim, suit, action
         or proceeding brought by a third party to the extent that it is based
         on or arises from a claim:

         (a)      that any Webhire Technology, Webhire Service or Webhire Brand
                  Feature (to the extent provided by Webhire) violates or
                  infringes on the trademark, trade secret, copyright, patent or
                  other rights of any third party, or any applicable law or
                  regulation;

         (b)      that, if true, would constitute a breach of this Agreement by
                  Webhire;

         PROVIDED THAT; (i) Yahoo gives Webhire prompt notice of any indemnified
         claim, (ii) Webhire will have the right to assume and control the
         defense of the action, with counsel chosen by Webhire (who must be
         reasonably acceptable to Yahoo), and (iii) Webhire does not enter into
         any settlement or compromise of any indemnified claim without Yahoo's
         prior written approval, such approval not to be unreasonably withheld
         or delayed. Webhire will pay any and all license fees, royalties,
         costs, damages, and expenses, including, but not limited to, reasonable
         attorneys fees and costs awarded against or otherwise payable by Yahoo
         as incurred in connection with or arising from any such claim, suit or
         proceeding.

13.2     INSURANCE. Webhire agrees that it will maintain insurance with a
         carrier that is reasonably acceptable by Yahoo and with coverage for
         commercial general liability and errors and omissions of at least
         **************** per occurrence. Webhire will name Yahoo as an
         additional insured on such insurance and will provide evidence of such
         insurance to Yahoo within ten (10) days of the Effective Date. Such
         insurance policy shall not be cancelled or modified without Yahoo's
         prior written consent which shall not be unreasonably withheld.

SECTION 14:  OWNERSHIP.

14.1     YAHOO OWNERSHIP. Webhire acknowledges and agrees that, as between
         Webhire on the one hand, and Yahoo on the other, Yahoo owns all right,
         title and interest in all Yahoo Properties, all Yahoo Brand Features,
         all Personal User Data and that, except as expressly set forth in this
         Agreement, nothing in this Agreement will confer in Webhire any license
         or right of ownership in such property. Webhire assigns to Yahoo any
         interest it may have or acquire in all Personal User Data and further
         agrees not to reproduce, distribute, or make any use of Personal User
         Data except as expressly provided for in this Agreement.

14.2     WEBHIRE OWNERSHIP. Yahoo acknowledges and agrees that as between Yahoo
         on the one hand, and Webhire on the other, Webhire is the owner of all
         right, title and interest in the Webhire Technology and Webhire Brand
         Features, and that, except as expressly set forth in this Agreement,
         nothing in this Agreement will confer in Yahoo any license or right of
         ownership in such property. Yahoo acknowledges that any information
         collected by Webhire on the Webhire Site independent of Yahoo
         Recruiter, from users that may also be Yahoo Recruiter users, shall be
         owned solely by Webhire.

SECTION 15:  NOTICE;  MISCELLANEOUS PROVISIONS.

15.1     NOTICES. All notices, requests and other communications called for by
         this Agreement will be deemed to have been given immediately if made by
         telecopy or electronic mail (confirmed by concurrent written notice
         sent first class U.S. mail, postage prepaid), if to Yahoo at 3420
         Central Expressway, Santa Clara, CA 95051, Fax: (408) 731-3301
         Attention: Vice President Business Development (e-mail:
         ellen@yahoo-inc.com), with a copy to its General Counsel (e-mail:


                                       12
<PAGE>

         jplace@yahoo-inc.com), and if to Webhire to 91 Hartwell Ave.,
         Lexington, MA 02421, Fax: 781-869-5090 Attention: Vice President
         Business Development (e-mail:tmcmanus@webhire.com) with a copy to its
         counsel (e-mail: lemc@webhire.com), or to such other addresses as
         either party will specify to the other. Notice by any other means
         will be deemed made when actually received by the party to which
         notice is provided.

15.2     ASSIGNMENT. This Agreement will bind and inure to the benefit of each
         party's permitted successors and assigns. Neither party may assign this
         Agreement, in whole or in part, without the other party's written
         consent, PROVIDED HOWEVER, that either party may assign this Agreement
         without such consent in connection with any merger, consolidation, any
         sale of all or substantially all of such party's assets or any other
         transaction in which more than fifty percent (50%) of such party's
         voting securities are transferred; provided further that, under no
         circumstances shall Webhire assign this Agreement to a Yahoo
         Competitor. Any attempt to assign this Agreement other than in
         accordance with this provision will be null and void.

15.3     SEVERABILITY. If any provision of this Agreement is found invalid or
         unenforceable, that provision will be enforced to the maximum extent
         permissible, and the other provisions of this Agreement will remain in
         force.

15.4     HEADINGS. The section headings used in this Agreement are for
         convenience only. They are not to be used in interpreting this
         Agreement.

15.5     DISPUTE RESOLUTION. The parties agree that before the filing of any
         lawsuits (other than for claims seeking equitable relief), officers of
         both companies at the level of Vice President or higher will
         communicate with one another and attempt to resolve any disputes
         between the companies.

15.6     ATTORNEYS' FEES. In any litigation or arbitration between the parties
         where one party seeks to enforce this Agreement or a declaration of
         rights under this Agreement, the prevailing party for those claims will
         be entitled to reimbursement of its reasonable costs, attorneys fees
         and expenses to resolve the claims and to enforce any award or
         judgment, including but not limited to reasonable costs, expenses, and
         attorneys fees for legal work preceding the filing of any claims,
         litigation, appeals, and collection.

15.7     NO WAIVER. No failure of either party to exercise or enforce any of its
         rights under this Agreement will act as a waiver of such rights.

15.8     INDEPENDENT CONTRACTOR. Webhire's relationship with Yahoo shall be that
         of an independent contractor not that of an agency or employee. Except
         as expressly provided in this Agreement, Webhire shall have no
         authority to enter into contracts or agreements which bind Yahoo or
         create obligations on the part of Yahoo without prior written
         authorization of Yahoo.

15.9     GOVERNING LAW. This Agreement is governed, controlled, interpreted and
         defined by and under the laws of the State of California and the United
         States, without regard to the conflicts of laws provisions thereof. Any
         litigation arising under this Agreement will be brought in the federal
         or state courts of the Northern District of California. In any
         litigation or arbitration between the parties where one party seeks to
         enforce this Agreement or a declaration of rights under this Agreement,
         the prevailing party for those claims will be entitled to reimbursement
         of its reasonable costs, attorneys fees and expenses to resolve the
         claims and to enforce any award or judgment, including but not limited
         costs, expenses, and attorneys fees for legal work preceding the filing
         of any claims, litigation, appeals, and collection.

15.10    INTEGRATION CLAUSE. This Agreement is the complete and exclusive
         agreement between the parties with respect to the Agreement's subject
         matter. The Agreement supersedes and replaces


                                       13
<PAGE>

         any and all prior agreements, communications, and understandings, both
         written and oral, about this subject matter.

15.11    EXECUTION OF COUNTERPARTS. This Agreement may be executed in any number
         of counterparts, all of which taken together will constitute a single
         instrument. Execution and delivery of this Agreement may be evidenced
         by facsimile transmission.

                            [SIGNATURE PAGE FOLLOWS]



                                       14
<PAGE>



         IN WITNESS WHEREOF, the parties have caused this Agreement to be
         executed by their duly authorized representatives as of the Effective
         Date.


Yahoo! Inc.                                          Webhire, Inc.


By: /s/ Ellen F. Siminoff                   By:  /s/ T. McManus
    -------------------------                    -------------------
Name:  Ellen F. Siminoff                    Name:  T. McManus
      -----------------------                     -----------------
Title: Vice President                       Title: VP Business Dev.
      -----------------------                     -----------------
Date: 6/2/99                                Date:  6/3/99
      -----------------------                     -----------------


                                       15
<PAGE>



                   EXHIBIT A - DESCRIPTION OF WEBHIRE JOBPOST

1.       General

         a) Webhire JobPost is a Webhire service that automatically collects job
            listings from an Employer's corporate web site on a periodic basis
            and publishes those job listings to Internet job posting sites.

         b) Webhire will develop and maintain a version of Webhire JobPost that
            collects job listings from Webhire Customers and/or Webhire
            Enterprise Customers and publishes those job listings to Yahoo!
            Classifieds, in the format specified by Yahoo.

         c) Yahoo! Classifieds will be the default Internet job posting
            destination for all Webhire JobPost Customers.

         d) Webhire will publish job listings to Yahoo! Classifieds as part of
            its regular Webhire JobPost production schedule.



<PAGE>



                  EXHIBIT B - DESCRIPTION OF WEBHIRE RECRUITER

1. Webhire Recruiter contains the following four major categories of
functionality:

a) Search

<TABLE>
<CAPTION>
-------------------------------------------------------------

             Webhire Recruiter Service Features
                           SEARCH

-------------------------------------------------------------
-------------------------------------------------------------
<S>      <C>
1.       Searching for Candidates
2.       Build A Search (all search features)
3.       Auto Search (all search features)
4.       Search by Name (all search features)
5.       Viewing Search Results
6.       Viewing Resumes
7.       Refining a Search (all search features)
8.       Adding Candidates to My Candidates
9.       Viewing the Status of a Candidate
10.      Viewing the Recruiter's Notes on a Candidate
11.      Sending Email to a Candidate
12.      Emailing the Text of a Resume
13.      Editing Candidate Information
14.      Exporting the Mailing Addresses of  Candidates
15.      Printing the Resume of a Candidate
16.      Deleting Resumes
17.      Saving Searches

-------------------------------------------------------------
</TABLE>

b) Candidates and Jobs

<TABLE>
<CAPTION>
-------------------------------------------------------------

             Webhire Recruiter Service Features
                     CANDIDATES & JOBS

-------------------------------------------------------------
-------------------------------------------------------------
<S>      <C>
1.       Candidates & Jobs Views
2.       My Candidates Screen
3.       Matching Candidates to a Job
4.       Emailing a Candidate's Resume
5.       Exporting the Mailing Addresses of  Candidates
6.       Removing a Candidate
7.       Changing the Status of a Candidate
8.       Adding Remarks on a Candidate
9.       Adding Comments on a Candidate
10.      My Jobs Screen
11.      Editing Job Notes
12.      All Open Jobs Screen
13.      Matching Candidates to Jobs
14.      Auto-matching Candidates to Jobs
15.      All Closed Jobs Screen


-------------------------------------------------------------
</TABLE>




<PAGE>



            EXHIBIT B - DESCRIPTION OF WEBHIRE RECRUITER (CONTINUED)

c) Saved Searches

<TABLE>
<CAPTION>
-------------------------------------------------------------

             Webhire Recruiter Service Features
                       SAVED SEARCHES

-------------------------------------------------------------
-------------------------------------------------------------
<S>      <C>
1.       Saved Searches
2.       Saving Public and Private Searches
3.       Running Saved Searches
4.       Deleting Saved Searches


-------------------------------------------------------------
</TABLE>

d) Administration

<TABLE>
<CAPTION>
-----------------------------------------------------------

            Webhire Recruiter Service Features
                      ADMINISTRATION

-----------------------------------------------------------
-----------------------------------------------------------
<S>      <C>
1.       Managing Jobs
2.       Maintaining Jobs
3.       Posting  Jobs on Internet Job Sites
4.       Maintaining Divisions and Locations
5.       Maintaining Departments
6.       Maintaining Company Information
7.       On-Line input of Resumes
8.       Maintaining Candidate Sources
9.       Adding  Candidates to Your Pool
10.      Generating Source Effectiveness Reports
11.      Creating EEO Compliance Reports
12.      Maintaining Your Company Pool
13.      Checking for Duplicate Resumes
14.      Deleting  Candidates
15.      Restoring Deleted Candidates
16.      Administering  Accounts
17.      Maintaining User Seats
18.      Changing Messages to Recruiters and Applicants
19.      Viewing Saved Searches
20.      Maintaining Status Categories
21.      Creating a Company Candidate Pool
22.      Acknowledgment Notices (EMAIL only)
23.      Collecting Resumes by Electronic Mail
24.      Collecting Resumes on the Web
25.      Tracking Specific Sources
26.      Specific Source Examples
27.      Soliciting Applicant Response
28.      Tracking Candidate Status
29.      Creating Notes on Candidates


-----------------------------------------------------------
</TABLE>



<PAGE>



               EXHIBIT C - DESCRIPTION OF WEBHIRE PREMIUM SERVICES

1.   Processing of paper resumes

     a)   Generation of batch cover pages for paper resume batches

     b)   Processing of faxed resumes

     c)   Reviewing unscannable resumes

     d)   Enhanced reporting by source (paper, fax, etc.)

     e)   Acknowledgement notices for applicants who apply with a paper or faxed
          resume

2.   Posting of jobs to premium job boards

     a)   A-la-carte ("one-off")

     b)   Subscription

3.   Access to premium resume pools on the Webhire Network

     a)   Subscription

4.   Pre-employment screening services

     a)   Avert, Inc. First Check

     b)   Subscription to other Avert, Inc. services

5. Unless prohibited by prior agreements between Webhire and its Webhire Network
service providers, all Webhire Premium Services will be available for seamless
integration into the Yahoo Recruiter service offering at Webhire's standard
commercial prices.




<PAGE>



                          EXHIBIT D - ****************
                          ----------------------------

********************************************************************************
********************************************************************************
********************************************************************************
********************************************************************************
********************************************************************************

<PAGE>



                    EXHIBIT E - DESCRIPTION OF YAHOO RESUMES

1.       Description of Services ("Yahoo Resumes for use by job seekers"). The
         features offered to job seekers ("Users") will include but will not be
         limited to the following:

         a)       Resume Submission Services

                  (i)      Users will copy and paste their resume into a text
                           entry box, answer a few additional questions about
                           their background and career objectives, and submit
                           their resumes. Users may also choose to submit their
                           resumes in a series of text entry boxes that are used
                           to describe the various resume sections.

                  (ii)     Users may choose to submit their resume under three
                           levels of privacy:

                           1.       Open: the User's resume, including contact
                                    info, will be available to all Employers
                                    authorized to search Yahoo Resumes;

                           2.       Confidential: Employers that are Yahoo
                                    Recruiter Customers shall be able to view
                                    the User's entire resume with the exception
                                    of contact information. Employers shall be
                                    able to blindly email the User to determine
                                    mutual interest. If the User is interested,
                                    contact information would then be released;

                           3.       Private: no part of the User's resume will
                                    be viewable.

                  (iii)    All resumes will be considered "private" ninety (90)
                           days after their initial submission; Users will have
                           the option to "renew" their resume for additional
                           ninety (90) day periods.

                  (iv)     Within sixty (60) days of the initial release of
                           Yahoo Resumes, an individual User will be able to
                           submit up to three unique resumes under a single
                           login and password.

         (b)      Resume posting services

                  (i)      Users may send a copy of their resume and an
                           additional text message to any email address.

                  (ii)     Users searching for jobs in Yahoo! Classifieds will
                           be able to select jobs of interest and elect to
                           forward their stored resume to any Employer that has
                           submitted an email address as a form of contact.
                           Users will do this by clicking a link that prompts
                           them to verify their name and password and allows for
                           additional text entry in an "email style" form. The
                           additional text along with the resume will then be
                           sent to the Employer's email address. A record of
                           what companies/jobs the User has applied to will be
                           kept for review by the User.

         (c)      Resume Maintenance Features

<PAGE>

                 EXHIBIT E - DESCRIPTION OF YAHOO RESUMES (CONTINUED)

         (i) Users may login, using their My Yahoo login and password at any
         time to edit, delete or change the privacy level of their resumes.

         (ii) Users may review their resume statistics which will include, but
         not be limited to:

                  1.       number of times the resume has been retrieved in a
                           search;

                  2.       number of times the resume has been viewed;

                  3.       number of jobs applied to through Yahoo! Classifieds.


2.       Pricing: there will be no charge to Users for their use of Yahoo
         Resumes.



<PAGE>



                           EXHIBIT F - DESCRIPTION OF
                             YAHOO PREMIUM SERVICES

1. Description

      a) In addition to those standard services offered as a part of Yahoo
         Recruiter, the following services may be made available to Yahoo
         Recruiter Customers:

i)       **********************************************

ii)      ***********************************************

iii)     ***********************************************

iv)      ************************************************

v)       ************************************************

2. Pricing for the above services shall be mutually determined by the parties.




<PAGE>



                       EXHIBIT G - YAHOO PROMOTIONAL PLAN

1. Yahoo Properties Promotion

         a)       ************************************************ during the
                  Initial Term and each subsequent year that this Agreement is
                  in effect, for advertising and promotion of Yahoo Recruiter
                  and Yahoo Resumes on the Yahoo Properties.

         b)       Webhire's graphic brand, in a mutually agreed upon format,
                  will be displayed in a top-line co-branded format on all pages
                  comprising ******************************* Yahoo Resumes.

                  i)       The Webhire graphic brand will adhere to the
                           following format constraints.

                           1.       maximum height: 40 pixels

                           2.       maximum width: 170 pixels

                           3.       transparent for grey & white - only aliased
                                    shadows.

                           4.       maximum file size: 2k

                           5.       no animation

         c)       Yahoo's graphic brand will be displayed in a top-line
                  co-branded format on all pages comprising Yahoo Recruiter and
                  Yahoo Resumes.

         d)       Promotion of Yahoo Resumes:

                  i)       Yahoo shall place links to Yahoo Resumes from
                           within the Yahoo Properties;

                  ii)      Yahoo shall display banner ads for Yahoo Resumes
                           within the Yahoo Properties.

         e)       Promotion of Yahoo Recruiter:

                  i)
                           *****************************************************

                  ii)
                           *****************************************************



<PAGE>



                 EXHIBIT G - YAHOO PROMOTIONAL PLAN (CONTINUED)

f)       Promotion of Webhire Site

         i)       Links
<TABLE>
<CAPTION>

LOCATION OF LINK                      LINK TO WHERE       SPECIFICS OF LINK
----------------                      -------------       -----------------

<S>                                 <C>                 <C>
Yahoo/Webhire co-branded web pages    Webhire home page   Link from Webhire Logo

Yahoo/Webhire co-branded web pages    Webhire home page   Text Link in or around copyright
                                                          notice.
</TABLE>


2. Yahoo Promotional Plan Outside the Yahoo Properties

         a)       ******************************************************* during
                  the Initial Term and each subsequent year that this Agreement
                  is in effect for advertising and promotion of Yahoo Resumes
                  and Yahoo Recruiter outside the Yahoo Properties.



<PAGE>




                      EXHIBIT H - WEBHIRE PROMOTIONAL PLAN

1.       Webhire Off-Line Promotional Plan

         a)        To be determined upon mutual agreement of the parties.

2.       WEBHIRE ON-LINE PROMOTIONAL PLAN

         a)

<TABLE>
<CAPTION>

LOCATION OF LINK                      LINK TO WHERE         SPECIFICS OF LINK
<S>                                 <C>                  <C>
The Webhire partner/alliances page    Yahoo! home page      Link from Yahoo Logo
on the Webhire web site

</TABLE>

        b) Additional On-Line promotions to be determined upon mutual agreement
of the parties.



<PAGE>



                           EXHIBIT I - REVENUE SHARING

1.   Revenue for monthly or annual subscriptions to Yahoo Recruiter, featuring
     an unlimited number of job postings per Employer and priced according to
     the schedule set forth in Exhibit B ****************
     *******************************************.

2.   Revenue for "a la carte" premium job posting services on Yahoo Employment
     ************************************.

3.   Revenue for subscriptions to Webhire Premium Services described in
     Exhibit C ************************************************************.
     The parties acknowledge, however, that Webhire shall be permitted to
     maintain any pre-existing revenue sharing arrangement for such Webhire
     Premium Services with applicable Webhire Network Providers; provided
     that, in no event shall such agreements cause******************************
     ************************ **********************.

4.   ***************************************************************************
     ****************************************.

5.   Revenue for subscriptions for Webhire JobPost subscriptions **************
     *****************************. The parties acknowledge, however, that
     Webhire shall be permitted to maintain any pre-existing revenue sharing
     arrangement for such Webhire JobPost subscriptions with applicable Webhire
     Network Providers; provided that, in no event shall such agreements
     ***********************************************************************
     ********************.

6.   Revenues for the following Yahoo Premium Services: (i) resume pool
     searching by agencies, and (ii) contract labor providers;
     *********************************************************************.

7.   Revenue for the following Yahoo Premium Services: add-on/premier services
     (e.g. WetFeet company profiles)*******************************************.



<PAGE>



          EXHIBIT J - TRADEMARKS / BRAND FEATURES AND YAHOO GUIDELINES

I.       Webhire Brand Features:

Webhire LOGO AND STYLIZED TYPE
Webhire LOGO AND STYLIZED TYPE
Webhire LOGO AND STYLIZED TYPE
Powered by Webhire LOGO AND STYLIZED TYPE
Webhire Recruiter
Webhire JobPost
Webhire Network
Webhire PartnerPools
Webhire: The Power of Internet Recruiting
Webhire Enterprise

II.      Yahoo Brand Features:

"YAHOO" IN STYLIZED TYPE
YAHOO "Y GUY" LOGO
DO YOU YAHOO?

III.     Yahoo Brand Feature Guidelines:

                        YAHOO TRADEMARK USAGE GUIDELINES

         1. GENERAL. All Yahoo trademarks, logos, service marks, trade dress,
slogans, etc, or other brand features (collectively the "Brand Features") will
be used only as explicitly licensed by Yahoo, and only under the terms and
conditions and for the purposes described in such license. The other party to
such license shall herein be referred to as the "Licensee". All such uses shall
be in a manner consistent with proper usage of the Yahoo Brand Features.

         2. APPEARANCE OF LOGOS. The Licensee shall ensure that the presentation
  of the Yahoo Brand Features shall be consistent with Yahoo's own use of the
  Yahoo Brand Features in comparable media.

         3. NOTICES. All trademarks and service marks included in the Yahoo
Brand Features shall be designated with "SM", "TM" or
"(-Registered Trademark-)", in the manner directed by Yahoo.

         4. APPEARANCE. From time to time during the term of the license, Yahoo
may provide the Licensee with written guidelines for the size, typeface, colors
and other graphic characteristics of the Yahoo Brand Features, which upon
delivery to the Licensee shall be deemed to be incorporated into these "Yahoo
Trademark Usage Guidelines".

         5. RESTRICTIONS UPON USE. The Yahoo Brand Features shall not be
presented or used:

                  A. in a manner that could be reasonably interpreted to suggest
editorial content has been authored by, or represents the views or opinions of,
Yahoo or any Yahoo personnel;

                  B. in a manner that is misleading, defamatory, libelous,
obscene or otherwise objectionable, in Yahoo's reasonable opinion;


<PAGE>

                  C. in a way that infringes, derogates, dilutes or impairs the
rights of Yahoo in the Yahoo Brand Features;

                  E. as part of a name of a product or service of a company
other than Yahoo, except as expressly provided in a written agreement by Yahoo.

         6. NONEXCLUSIVE REMEDY. The Licensee will make any changes to its use
of the Yahoo Brand Features as requested by Yahoo. The foregoing remedy shall be
in addition to any other legal and equitable rights that Yahoo may possess
relating to Licensee's use of the Yahoo Brand Features.

         7. REVISIONS. These Guidelines may be modified at any time by Yahoo
upon written notice to the Licensee.

IV.  Webhire Brand Feature Guidelines:

                       WEBHIRE TRADEMARK USAGE GUIDELINES

         1. GENERAL. All Yahoo trademarks, logos, service marks, trade dress,
slogans, etc, or other brand features (collectively the "Brand Features") will
be used only as explicitly licensed by Webhire, and only under the terms and
conditions and for the purposes described in such license. The other party to
such license shall herein be referred to as the "Licensee". All such uses shall
be in a manner consistent with proper usage of the Webhire Brand Features.

         2. APPEARANCE OF LOGOS. The Licensee shall ensure that the presentation
  of the Webhire Brand Features shall be consistent with Webhire's own use of
  the Webhire Brand Features in comparable media.

         3. NOTICES. All trademarks and service marks included in the Webhire
Brand Features shall be designated with "SM", "TM" or
"(-Registered Trademark-)", in the manner directed by Webhire.

         4. APPEARANCE. From time to time during the term of the license,
Webhire may provide the Licensee with written guidelines for the size, typeface,
colors and other graphic characteristics of the Webhire Brand Features, which
upon delivery to the Licensee shall be deemed to be incorporated into these
"Webhire Trademark Usage Guidelines".

         5. RESTRICTIONS UPON USE. The Webhire Brand Features shall not be
presented or used:

                  A. in a manner that could be reasonably interpreted to suggest
editorial content has been authored by, or represents the views or opinions of,
Webhire or any Webhire personnel;

                  B. in a manner that is misleading, defamatory, libelous,
obscene or otherwise objectionable, in Webhire's reasonable opinion;

                  C. in a way that infringes, derogates, dilutes or impairs the
rights of Webhire in the Webhire Brand Features;

                  E. as part of a name of a product or service of a company
other than Webhire, except as expressly provided in a written agreement by
Webhire.

         6. NONEXCLUSIVE REMEDY. The Licensee will make any changes to its use
of the Webhire Brand Features as requested by Webhire. The foregoing remedy
shall be in addition to any other legal and equitable rights that Webhire may
possess relating to Licensee's use of the Webhire Brand Features.


<PAGE>

         7. REVISIONS. These Guidelines may be modified at any time by Webhire
upon written notice to the Licensee.







<PAGE>



                      EXHIBIT K - CUSTOMER SERVICE METRICS

     The following list of customer service metrics is not exclusive and is not
     intended by either party to fully describe all tasks and responsibilities
     included within Webhire's responsibilities. Additional tasks and
     responsibilities shall be added, upon the mutual agreement of the parties,
     as such tasks and responsibilities are identified.


1. E-mail:

         a)       Each Webhire hosted page for Yahoo Resumes shall have an
                  e-mail link to Yahoo customer service.

         b)       Webhire shall develop and provide necessary e-mail links with
                  Yahoo Recruiter which link to Webhire customer service.

         c)       All e-mail questions/comments will receive e-mail responses
                  within ******************* of receipt.

2.       Telephone Service for Yahoo Recruiter:

         a)       Webhire shall provide telephone access to customer service to
                  resolve any usage issues, which number shall be prominently
                  displayed on a customer service page linked to each page
                  within Yahoo Recruiter. Such telephone number shall be staffed
                  on regular business days from 8:00 a.m. until 8:00 p.m.
                  (Eastern Time)

         b)       The time to answer customer service telephone calls, through
                  either human or mechanical means, shall not be greater than
                  ***************.

         c)       The per-call average hold time, measured from when a Yahoo
                  user selects a customer service option to when a human
                  operator answers the call, shall be less than or equal to
                  ***************** for at least *************** of all
                  customers, measured on a daily basis.

         d)       Webhire shall provide 7x24 pager support for Yahoo
                  production/engineering.


<PAGE>



               EXHIBIT L - PERFORMANCE AND SECURITY SPECIFICATIONS

     The following list of performance and security specifications is not
     exclusive and is not intended by either party to fully describe performance
     and security specifications included within Webhire's responsibilities.
     Additional performance and security specifications shall be added, upon the
     mutual agreement of the parties, as such performance and security
     specifications are identified.


1.       Downtime:

         a.       While linked to the Yahoo Main Site, the Webhire service must
                  be functional at least **************************************
                  of each calendar month, excluding downtime scheduled by
                  Webhire for routine maintenance purposes as well as scheduled
                  or unscheduled downtime by Webhire's Internet Service
                  Provider; provided that, Webhire shall provide Yahoo no less
                  than ************* prior written notice of any such routine
                  maintenance that shall cause the Webhire service to be
                  inoperable for greater than *************** on any one
                  occasion.

         b.       If Webhire's services are offsite, Webhire will have physical
                  access to the offsite within **** ******* and will have remote
                  access within ******* of any outage.

2. System:

         a.       Webhire will store its database(s) on RAID5 storage systems;

         b.       Make daily copies of incremental database changes onto a hot
                  backup RAID5 storage system;

         c.       Daily incremental back up of the database onto tape; a full
                  week of backups stored offsite;

         d.       Supply built-in redundancy box for the database(s); e.
                  Maintain an additional backup machine for swapping with other
                  critical system servers;

         f.       Attend to Webhire's server room, located at the facilities of
                  Webhire's Internet Service Provider, twenty-four (24) hours a
                  day, seven days a week;

         g.       Maintain 1/2 hour complete battery backup for Webhire's Site
                  in the event of power failure.

3. Latency:

         a.       Average response time for pages within Yahoo Resumes and Yahoo
                  Recruiter shall not exceed *********. Average response time
                  shall be defined from the time that a request enters Webhire's
                  system of switches and hubs until the time the page is
                  completed and the socket closed.

4. Additional Technical Items:

         a.       For authentication of users, Yahoo shall provide a unique ID
                  which is different than such user's standard registered Yahoo
                  ID and password. This new ID shall be maintained in a separate
                  database and will be used to identify users and provide
                  authentication for the Webhire service.

         b.       Cookie acceptances messages will be limited to two per page.

         c.       Webhire will provide real time updates to Yahoo when resumes
                  are retrieved in a search, viewed, or the users has applied
                  for a job in Yahoo Classifieds




<PAGE>



                      EXHIBIT M - WEBHIRE WARRANT DOCUMENT



NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE, TRANSFER
OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i)
AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL
FOR THE HOLDER IN FORM REASONABLY ACCEPTABLE TO THE COMPANY'S COUNSEL THAT SUCH
REGISTRATION IS NOT REQUIRED OR (iii) RECEIPT OF A NO ACTION LETTER FROM THE
SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT
IS NOT REQUIRED.

Number of Shares Issuable Upon Exercise: 114,659 Shares of Common Stock

                   WARRANT TO PURCHASE SHARES OF COMMON STOCK

                             Expires: June 3rd, 2004

THIS CERTIFIES THAT, for value received, Yahoo! Inc., a Delaware corporation, is
entitled to subscribe for and purchase 114,659 shares (as adjusted pursuant to
the provisions hereof, the "Shares") of the Common Stock of Webhire, Inc., a
Delaware corporation (the "Company"), at a price per share of $4.95 (as adjusted
pursuant to the provisions hereof, the "Exercise Price"), subject to the
provisions and upon the terms and conditions hereinafter set forth in this
warrant ("Warrant"). As used herein, the term "Common Stock" shall mean the
Company's presently authorized Common Stock, $.01 par value per share, and any
stock into or for which such Common Stock may hereafter be converted or
exchanged, and the term "Grant Date" shall mean June 3rd, 1999.

This Warrant is issued pursuant to Section 8 of that certain Yahoo! Inc. and
Webhire, Inc. Services Agreement by and among the Company and Yahoo! Inc., dated
as of June 3rd, 1999 (the "Agreement").

1. TERM. This Warrant shall become exercisable, in whole or in part, at any time
and from time to time from and after June 3rd, 2000 (the "Vesting Date"),
provided that the Agreement is in effect on the Vesting Date. Notwithstanding
the foregoing, the exercisability of this Warrant shall be accelerated, and this
Warrant shall become exercisable, in whole or in part, upon the earliest to
occur, prior to the Vesting Date, of (i) the termination of the Agreement by the
Company at the Company's election, other than a rightful termination of the
Agreement by the Company due to an uncured breach of the Agreement by Yahoo!
Inc. or the holder of this Warrant, pursuant to Section 9.2 of the Agreement,
(ii) the rightful termination of the Agreement by the holder of this Warrant due
to an uncured breach of the Agreement by the Company pursuant to Sections 9.2,
9.3 of the Agreement, (iii) a Warrant Expiration Sale Event (as defined in
Section 4(a) hereof), or (iv) the date upon which the Company determines in its
sole discretion that this Warrant shall become fully exercisable, as
communicated in writing to the holder of this Warrant. This Warrant shall expire
and no longer be exercisable at 5:00 p.m. Eastern Standard Time on June 3rd,
2004; provided, however, that this Warrant shall sooner expire upon the
termination of the Agreement prior to the Vesting Date (other than a termination
described in subsections (i) and (ii) of this Section 1) or the occurrence of a
Warrant Expiration Sale Event.


<PAGE>

2. METHOD OF EXERCISE; NET ISSUE EXERCISE.

(a) METHOD OF EXERCISE; PAYMENT; ISSUANCE OF NEW WARRANT. Subject to the
provisions of Section 1 hereof, this Warrant may be exercised by the holder
hereof, in whole or in part and from time to time, by the surrender of this
Warrant (with the Notice of Exercise form attached hereto as EXHIBIT M duly
executed) at the principal office of the Company and the payment to the Company,
by cash, bank check payable to the order of the Company or wire transfer of
immediately available funds to the account of the Company, of an amount equal to
the Exercise Price per share multiplied by the number of Shares then being
purchased. The person or persons in whose name(s) any certificates representing
Shares shall be issuable upon exercise of this Warrant shall be deemed to have
become the holder(s) of record of, and shall be treated for all purposes as the
record holder(s) of, the Shares represented thereby (and such Shares shall be
deemed to have been issued) immediately prior to the close of business on the
date or dates upon which this Warrant is exercised. In the event of any exercise
of this Warrant, certificates for the Shares so purchased shall be delivered to
the holder hereof as soon as possible and in any event within thirty (30) days
of receipt of such notice and, unless this Warrant has been fully exercised or
expired, a new Warrant representing the portion of the Shares, if any, with
respect to which this Warrant shall not then have been exercised shall also be
issued to the holder hereof as soon as possible thereafter.

(b) RIGHT TO CONVERT WARRANT INTO STOCK; NET ISSUANCE.

(i) In addition to and without limiting the rights of the holder under the terms
of this Warrant, the holder may elect to convert this Warrant or any portion
thereof (the "Conversion Right") into shares of Common Stock, the aggregate
value of which shares shall be equal to the value of this Warrant or the portion
thereof being converted. The Conversion Right may be exercised by the holder by
surrender of this Warrant at the principal office of the Company together with
notice of the holder's intention to exercise the Conversion Right, in which
event the Company shall issue to the holder a number of shares of the Company's
Common Stock computed using the following formula:

                  X= Y(A-B)
                     ------
                         A

Where:

         X        The number of shares of Common Stock to be issued to the
                  holder.

         Y        The number of shares of Common Stock representing the portion
                  of this Warrant that is being converted.

         A        The fair market value of one share of the Company's Common
                  Stock.

         B        The Exercise Price (as adjusted to the date of such
                  calculations).

(ii) For purposes of this Section 2(b), the "fair market value" per share of the
Company's Common Stock shall mean, the average daily Market Price (as defined
below) during the period of the most recent 20 days, ending on the last business
day before the effective date of exercise of the Conversion Right, on which the
national securities exchanges were open for trading, except that if no class of
the Common Stock is then listed or admitted to trading on any national
securities exchange or quoted in the over-counter market, the fair market value
shall be the Market Price on the last business day before the effective date of
exercise of the Conversion Right. If the Common Stock is traded on a national
securities exchange or admitted to unlisted trading privileges on such an
exchange, or is listed on the National Market System (the "National Market
System") of the National Association of Securities Dealers Automated Quotations
System (the "NASDAQ"), the Market Price as of a specified day shall be the last
reported sale price of the Common Stock on such exchange or on the National
Market System on such date or if no such sale is made on such day, the mean of
the closing bid and asked prices for such day on such exchange or on the
National Market System. If the Common Stock is not so listed or admitted to
unlisted trading privileges, the Market Price as of a specified day shall be the
mean of the last bid and asked prices reported on such date (x) by the



<PAGE>

NASDAQ or (y) if reports are unavailable under clause (x) above by the National
Quotation Bureau Incorporated. If the Common Stock is not so listed or admitted
to unlisted trading privileges and bid and ask prices are not reported, the
Market Price as of a specified day shall be determined in good faith by written
resolution of the Board of Directors of the Company.

(c) AUTOMATIC CONVERSION. In the event of termination of this Warrant
pursuant to Section 1 above, to the extent that this Warrant is then
exercisable and such conversion would result in the issuance of shares to the
holder, this Warrant shall be deemed automatically converted under Section
2(b) above immediately prior to the time at which it would otherwise expire.

3. STOCK FULLY PAID; RESERVATION OF SHARES. All Shares that may be issued upon
the exercise of this Warrant shall, upon issuance, be validly issued, fully paid
and nonassessable, and free from all taxes, liens and charges with respect to
the issue thereof. During the period within which this Warrant may be exercised,
the Company will at all times have duly authorized and reserved, for the purpose
of issuance upon exercise of this Warrant, a sufficient number of shares of
Common Stock.

4. ADJUSTMENTS TO NUMBER OF SHARES AND EXERCISE PRICE. The number and kind of
securities purchasable upon the exercise of this Warrant and the Exercise Price
shall be subject to adjustment from time to time as set forth below upon the
occurrence of certain events described herein.

(a) RECLASSIFICATION OR MERGER. In case of any reclassification, change or
conversion of securities of the class issuable upon exercise of this Warrant
(other than a change in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination), or in
case of any merger of the Company with or into another corporation or entity
(other than a merger with another corporation in which the Company is a
continuing corporation and which does not result in any reclassification or
change of outstanding securities issuable upon exercise of this Warrant), or in
the case of any sale of all or substantially all of the assets of the Company
(each, a "Sale Event"), the Company, or such successor or purchasing corporation
or entity, as the case may be, shall issue and execute a new Warrant providing
that the holder of this Warrant shall have the same rights to exercise such new
Warrant as the holder has with respect to this Warrant and upon such exercise to
receive, in lieu of each share of Common Stock theretofore issuable upon
exercise of this Warrant, the kind and amount of shares of stock, other
securities, money and property receivable upon such reclassification, change or
merger by a holder of one share of Common Stock of the Company. Such new Warrant
shall provide for adjustments that shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 4. The provisions of
this Section 4(a) shall similarly apply to successive reclassifications,
changes, mergers and transfers. Notwithstanding anything to the contrary in this
Section 4(a), if a Sale Event will result in the holders of the Company's Common
Stock receiving only cash, property and/or securities which are not listed on a
national securities exchange or the National Market System (a "Warrant
Expiration Sale Event"), the Warrant shall expire and no longer be exercisable
as of the date of the closing of such Warrant Expiration Sale Event and no new
Warrant shall be issued.

(b) SUBDIVISION OR COMBINATION OF SHARES. If the Company at any time while this
Warrant remains outstanding and unexpired shall subdivide or combine its Common
Stock, the Exercise Price and the number of Shares issuable upon exercise hereof
shall be proportionately adjusted.

(c) STOCK DIVIDENDS. If the Company at any time while this Warrant is
outstanding and unexpired shall pay a dividend payable in shares of Common
Stock, then the Exercise Price shall be adjusted, from and after the date of
determination of shareholders entitled to receive such dividend or
distribution (the "Record Date"), to that price determined by multiplying the
Exercise Price in effect immediately prior to the Record Date by a fraction
(i) the numerator of which shall be the total number of shares of Common
Stock outstanding immediately prior to such dividend or distribution, and
(ii) the denominator of which shall be the total number of shares of Common
Stock outstanding immediately after such dividend or distribution, and the
number of Shares subject to this Warrant shall be adjusted, from and after
the Record Date, to that number determined by multiplying the number of
shares of Common Stock for which this Warrant may be exercised immediately
prior to the Record Date by a fraction (x) the numerator of which shall be
the Exercise Price immediately prior to the Record Date, and (y) the
denominator of which shall be the

<PAGE>

Exercise Price on and immediately after the Record Date, as adjusted in
accordance with the provisions of this Section 4(c).

(d) NOTICE OF ADJUSTMENTS. Whenever the Exercise Price shall be adjusted
pursuant to the provisions hereof, the Company shall within thirty (30) days
of such adjustment deliver a certificate signed by its chief financial
officer to the registered holder(s) hereof setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated, and the Exercise Price after
giving effect to such adjustment.

5. NO IMPAIRMENT. The Company will not, by amendment of its Third Amended and
Restated Certificate of Incorporation (as may be further amended and/or restated
from time to time) or through any reorganization, recapitalization, transfer of
assets, consolidation, merger, dissolution, issuance or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed hereunder by the Company, but
will at all times in good faith assist in the carrying out of all the provisions
of this Warrant and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the holder of this Warrant against
impairment.

6. FRACTIONAL SHARES. No fractional shares of Common Stock will be issued in
connection with any exercise hereunder, but in lieu of such fractional shares
the Company shall make a cash payment therefor based upon the per share fair
market value of the Common Stock on the date of exercise.

7. COMPLIANCE WITH SECURITIES ACT; DISPOSITION OF WARRANT OR SHARES OF COMMON
STOCK.

(a) COMPLIANCE WITH SECURITIES ACT. The holder of this Warrant, by acceptance
hereof, agrees that this Warrant and the Shares to be issued upon exercise
hereof are being acquired for investment and that such holder will not offer,
sell or otherwise dispose of this Warrant or any Shares to be issued upon
exercise hereof except under circumstances which will not result in a violation
of the Securities Act of 1933, as amended (the "Securities Act"). This Warrant
and all Shares issued upon exercise of this Warrant (unless registered under the
Securities Act) shall be stamped or imprinted with a legend in substantially the
following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. NO SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT (i) AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR
THE HOLDER IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY'S COUNSEL THAT SUCH
REGISTRATION IS NOT REQUIRED OR (iii) RECEIPT OF A NO-ACTION LETTER FROM THE
SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT
IS NOT REQUIRED.

(b) DISPOSITION OF WARRANT AND SHARES. With respect to any offer, sale or
other disposition of this Warrant or any Shares acquired pursuant to the
exercise of this Warrant prior to registration thereof, the holder hereof and
each subsequent holder of this Warrant agrees to give written notice to the
Company prior thereto, describing briefly the manner thereof, together with a
written opinion of such holder's counsel in form acceptable to the Company's
counsel, if reasonably requested by the Company, to the effect that such
offer, sale or other disposition may be effected without registration or
qualification (under the Securities Act then in effect or any federal or
state law then in effect) of this Warrant or such Shares and indicating
whether or not under the Securities Act certificates for this Warrant or such
Shares to be sold or otherwise disposed of require any restrictive legend as
to applicable restrictions on transferability in order to insure compliance
with the Securities Act. Each certificate representing this Warrant or the
Shares thus transferred (except a transfer pursuant to Rule 144 under the
Securities Act) shall bear a legend as to the applicable restrictions on
transferability in order to insure compliance with the Securities Act unless,
in the aforesaid opinion of counsel for the holder, such legend is not
required in order to insure compliance with the Securities Act. The Company
may issue stop transfer instructions to its transfer agent in connection with
the foregoing restrictions.

8. NOTICE OF CERTAIN EVENTS. The Company shall provide the holder of this
Warrant with at least thirty (30) days notice (or such greater amount of
notice as Delaware law requires to be given to shareholders having

<PAGE>

the right to vote at a meeting on any Sale Event) prior to (i) any Sale Event,
(ii) any liquidation, dissolution or winding up of the Company or (iii) the
record date for any cash dividend declared on the Company's Common Stock.

9. REPRESENTATIONS AND WARRANTIES. This Warrant is issued and delivered on the
basis of the following:

(a) This Warrant has been duly authorized, executed and delivered by the Company
and constitutes the valid and binding obligation of the Company, enforceable in
accordance with its terms;

(b) The Shares have been duly authorized and reserved for issuance by the
Company and, when issued in accordance with the terms hereof, will be validly
issued, fully paid and nonassessable;

(c) The rights, preferences, privileges and restrictions granted to or imposed
upon the Shares and the holders thereof are as set forth in the Company's Third
Amended and Restated Certificate of Incorporation, a true and complete copy of
which has been delivered to the original holder of this Warrant.

10. MODIFICATION AND WAIVER. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of the same is sought.

11. NOTICES. Any notice, request or other document required or permitted to be
given or delivered to the holder hereof or the Company shall be in writing and
shall delivered or sent to each such holder at its address as shown on the books
of the Company or to the Company at its principal executive office and shall be
deemed received (i) if personally delivered or sent by electronic facsimile
transmission, upon actual receipt, or (ii) if sent by reputable overnight
courier service, twenty-four hours after deposit with such courier service, or
(iii) if sent by certified mail (postage prepaid), return receipt requested,
forty-eight hours after deposit in the mail.

12. BINDING EFFECT ON SUCCESSORS; NON-ASSIGNABILITY. Except as provided in
Section 4(a) above, this Warrant shall be binding upon any corporation
succeeding the Company by merger, consolidation or acquisition of all or
substantially all of the Company's assets. This Warrant may not be transferred
or assigned (by operation of law or otherwise) by the holder without the prior
written consent of the Company, except to a successor-in-interest of all or
substantially all of the holder's assets or to an affiliate of the holder formed
solely for the purpose of holding securities and other investments.

13. LOST WARRANTS OR STOCK CERTIFICATES. The Company covenants to the holder
hereof that upon receipt of evidence reasonable satisfactory to the Company of
the loss, theft, destruction, or mutilation of this Warrant or any stock
certificate issued upon exercise hereof and, in the case of any such loss, theft
or destruction, upon receipt of an indemnity reasonably satisfactory to the
Company, or in the case of any such mutilation upon surrender and cancellation
of such Warrant or stock certificate, the Company shall make and deliver a new
Warrant or stock certificate, or like tenor, in lieu of the lost, stolen,
destroyed or mutilated Warrant or stock certificate.

14. DESCRIPTIVE HEADINGS. The descriptive headings of the several paragraphs of
this Warrant are inserted for convenience only and do not constitute a part of
this Warrant.

15. EQUITABLE RELIEF. Because legal remedies may be inadequate to enforce the
provisions of this Warrant, equitable relief, including specific performance and
injunctive relief, may be used to enforce the provisions hereof.

16. SAVINGS CLAUSE. If any provisions of this Warrant shall be determined to be
illegal or unenforceable, such determination shall in no manner affect the
legality or enforceability of any other provision hereof.

17. GOVERNING LAW. This Warrant shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the laws of the State
of Delaware, without giving effect to its conflicts of laws provisions.
<PAGE>


IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereunto duly authorized.

Date: June 3rd, 1999

WEBHIRE, INC.


By:
Name:
Title:





<PAGE>



                            EXHIBIT M (continued...)

                               NOTICE OF EXERCISE

To:


         1.       The undersigned hereby:

_______ elects to purchase _______ shares of Common Stock of the Company
pursuant to the terms of the attached Warrant, and tenders herewith payment of
the purchase price of such shares in full in the form of ____________________;
or

_______ elects to exercise its net issuance rights pursuant to Section 2(b) of
the attached Warrant with respect to shares of Common Stock.

         2. Please issue a certificate or certificates representing said ______
shares in the name of the undersigned or in such other name or names as are
specified below:

                           --------------------------------
                           (Name)

                           --------------------------------
                           (Address)

         3. Please issue a new Warrant for the unexercised portion of the
attached Warrant in the name of the undersigned or in such other name as
specified below.


Date:


By:
Name:
Title:






<PAGE>




                   EXHIBIT N - ******************************
                   ------------------------------------------

********************************************************************************
********************************************************************************
********************************************************************************
********************************************************************************
********************************************************************************
********************************************************************************



<PAGE>




                              EXHIBIT O - CONTACTS


Yahoo Inc.

Matt Rowlen
Manager of Business Development
Mrowlen@yahoo-inc.com
---------------------
408-616-3786

Sam Figler
Yahoo Legal
Sfigler@yahoo-inc.com
---------------------
408-530-5147

Webhire Inc.

Tim McManus
VP, Internet Business Development
tmcmanus@restrac.com
781-869-5125

Gaz Crittenden
Webhire Legal
gcrittenden@restrac.com
781-869-4400





<PAGE>




EXHIBIT P - MUTUAL NON-DISCLOSURE




<PAGE>



                         MUTUAL NONDISCLOSURE AGREEMENT

                            Effective Date: 12/10/98

         This Agreement governs the disclosure of information by and between
Yahoo! Inc., a California corporation, and Restrac, Inc. ("Participant").

         1. The "Confidential Information" is that confidential, proprietary,
and trade secret information being disclosed by the disclosing party described
as (please be specific):

                  (a) Yahoo Confidential Information (owned by Yahoo and any of
its affiliates): Resume and Employment Related.

                  (b) Participant Confidential Information: Resume and
Employment Related.

         2. Except as set forth in this Section 2, all Confidential Information
shall be in tangible form and shall be marked as Confidential or proprietary
information of the disclosing party. If the Confidential Information is
disclosed orally or visually, it shall be identified as such at the time of
disclosure and confirmed in a writing to the recipient within thirty (30) days
of such disclosure.

         3. Each of the parties agrees that it will not make use of,
disseminate, or in any way disclose any Confidential Information of the other
party to any person, firm or business, except to the extent necessary for
negotiations, discussions and consultations with personnel or authorized
representatives of the other party and any purpose the other party may hereafter
authorize in writing. Each of the parties agrees that it shall disclose
Confidential Information of the other party only to those of its employees who
need to know such information and who have previously agreed, either as a
condition to employment or in order to obtain the Confidential Information, to
be bound by terms and conditions substantially similar to those of this
Agreement.

         4. There shall be no liability for disclosure or use of Confidential
Information which is (a) in the public domain through no fault of the receiving
party (b) rightfully received from a third party without any obligation of
confidentiality, (c) rightfully known to the receiving party without any
limitation on use or disclosure prior to its receipt from the disclosing party,
(d) independently developed by the receiving party, (e) generally made available
to third parties without any restriction on disclosure, or (f) communicated in
response to a valid order by a court or other governmental body, as otherwise
required by law, or as necessary to establish the rights of either party under
this Agreement (provided that the party so disclosing has provided the other
party with a reasonable opportunity to seek protective legal treatment for such
Confidential Information).

         5. "Residual Information" shall mean any Confidential Information of
the disclosing party which may be retained in intangible form in the minds of
those individuals of the receiving party who have had proper access to such
Confidential Information. Notwithstanding anything else in this Agreement, the
receiving party shall be free to use any Residual Information for any purpose
whatsoever, including, without limitation, the development of its own products,
provided that such party shall not be entitled to disclose Residual Information
to any third parties unless such disclosure is in the course of, or as part of,
any disclosure of its own products or their development.

         6. Each of the parties agrees that it shall treat all Confidential
Information of the other party with the same degree of care as it accords to its
own Confidential Information and each of the parties represents that it
exercises reasonable care to protect its own Confidential Information.

         7. Each of the parties agrees that it will not modify, reverse
engineer, decompile, create other works from, or disassemble any software
programs contained in the Confidential Information of the other party unless
otherwise specified in writing by the disclosing party.
<PAGE>

         8. All materials (including, without limitation, documents, drawings,
models, apparatus, sketches, designs and lists) furnished to one party by the
other, and which are designated in writing to be the property of such party,
shall remain the property of such party and shall be returned to it promptly at
its request, together with any copies thereof.

         9. This Agreement shall govern all communications between the parties
that are made during the period from the effective date of this Agreement to the
date on which either party receives from the other written notice that
subsequent communications shall not be so governed, provided, however that each
party's obligations under Sections 2 and 3 with respect to Confidential
Information of the other party which it has previously received shall continue
unless and until such Confidential Information falls within Sections 4 or 5.

         10. Neither party shall communicate any information to the other in
violation of the proprietary rights of any third party. Neither party acquires
any licenses under any intellectual property rights of the other party under
this Agreement. This Agreement shall be governed in all respects by the laws of
the United States of America and by the laws of the State of California as such
laws are applied to agreements entered into and to be performed entirely within
California between California residents. This Agreement may only be changed by
mutual agreement of authorized representatives of the parties in writing. All
notices or reports permitted or required under this Agreement shall be in
writing and shall be by personal delivery, telegram, telex, telecopier,
facsimile transmission or by certified or registered mail, return receipt
requested, and shall be deemed given upon personal delivery, five (5) days after
deposit in the mail, or upon acknowledgment of receipt of electronic
transmission. Notices shall be sent to the addresses set forth at the end of
this Agreement or such other address as either party may specify in writing.

         IN WITNESS WHEREOF, the parties have executed this Agreement in
duplicate as of the date first written above.

YAHOO! INC.
                                     ------------------------------------------


By:  /s/ Matt Rowlen                     By:  /s/ M.  J. Fahey
    -------------------------------          ----------------------------------

Printed Name:    Matt Rowlen             Printed Name:  M.  J. Fahey
             ----------------------                  --------------------------

Title: Manager of Business Development   Title: President
       -------------------------------          --------------------------------

Address:  Yahoo!                         Address: Lexington, MA
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