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                                                                  EXHIBIT 10.11*
                            NBCI PROMOTION AGREEMENT

                                 HEADHUNTER.NET

This Promotion Agreement (the "Agreement") is made and entered into as of
December 9, 1999 (the "Effective Date") between NBC Internet, Inc., a Delaware
corporation, with its principal place of business at 225 Bush Street, San
Francisco, California 94104 ("NBCi") and Headhunter.net, a Georgia corporation,
with its principal place of business at 6410 Atlantic Boulevard, Suite 160,
Norcross, Georgia 30071 (the "Company"). Pursuant to this Agreement, NBCi will
provide various services, including promotions, to the Company to assist the
Company in promoting its Internet site and the products and services offered
through its Internet site. The Company acknowledges that NBCi will fulfill its
obligations under this Agreement itself and through various of its subsidiaries
and/or affiliates, including Snap! L.L.C. ("Snap"), a Delaware limited
liability company. Accordingly, the parties hereby agree as follows:

1.       Background.

         1.1.     The Company operates an Internet site located at
                  http://www.headhunter.net., which is designed to provide
                  Internet-based job searching products, listings and services
                  to online consumers.

         1.2.     NBCi operates a search and aggregation "portal" site on the
                  Web.

2.       Certain Definitions. As used in this Agreement, the terms set forth
         below shall have the following meanings:

         2.1.     "Above the Fold" means that a particular item on a Web page
                  is viewable on a computer screen at an 800 x 600 pixels
                  resolution when the User first accesses such Web page,
                  without scrolling vertically or horizontally to view more of
                  the Web page.

         2.2.     "Anchor Tenant" means a preferred Web content provider whose
                  position is greater in size and prominence than that of any
                  non-affiliated third party within the relevant NBCi Sites'
                  page or area of a page.

         2.3.     "Best of Breed" means (i) those job searching products and
                  services available on the Internet with the most advanced and
                  commercially successful, functionality, performance, content,
                  and features, whether utilitarian or aesthetic, and (ii) the
                  ability of the Company Sites and the Co-Branded Site to scale
                  easily with only additional hardware and to accommodate, at a
                  minimum, [***].

         2.4.     "Below the Fold" means that a particular item on a Web page
                  is not viewable on a computer screen at an 800 x 600 pixels
                  resolution when the User first accesses such Web page, but
                  requires scrolling down to view more of the Web page

         2.5.     "Business and Money Channel" means the Business and Money
                  Channel on the Snap Sites.


         * In the upper right corner of a page indicates that portions of text
           have been omitted from such page pursuant to a confidential treatment
           request.

     [***] Indicates omitted text

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         2.6.     "Career Center" means a collection of related Web sites, Web
                  pages, links, portals and other resources on the Business and
                  Money Channel that will feature job searching products,
                  listings and services for Users.

         2.7.     "City" means a particular city or geographic region of the
                  United States that constitutes an employment market for job
                  searching and listing purposes.

         2.8.     "Click Thrus" means any type of link (but not a Promotion
                  paid for by the Company as an Impression) from the Company
                  Content Portals or Jump Pages that a User (as tagged by NBCi
                  pursuant to 13.2) depresses or "clicks-on" and that delivers
                  the User, to the Co-Branded Site or the Company Site.

         2.9.     "Co-Branded Page" means a Web page that is part of the
                  Co-Branded Site that contains a specific subset of
                  information and content from the Company Site based on
                  criteria provided to the Company by NBCi.

         2.10.    "Co-Branded Site" means the co-branded version of the Company
                  Site (but excluding co-branded sites), and successors to the
                  foregoing, that is created pursuant to Section 5.

         2.11.    "Company Competitor" means the following: Monster.com, Hot
                  Jobs, Careerpath, Career Mosaic, Careerbuilder, Jobs.com,
                  K-Force, JobOptions and America's Job Bank.

         2.12.    "Company Content" means (i) the Company's and its licensors'
                  text links, graphic links, and other materials, tools,
                  editorial content, or text that are delivered by the Company
                  to NBCi hereunder and (ii) Company Marks.

         2.13.    "Company Marks" means the Company's and its licensors'
                  trademarks, trade names, service marks and logos that may be
                  delivered by the Company to NBCi hereunder.

         2.14.    "Company Products" means all job and resume posting and
                  searching services and related services offered through the
                  Company Sites or the Co-Branded Site.

         2.15.    "Company Sites" means the Internet site operated by the
                  Company at http://www.headhunter.net, (not including the
                  Co-Branded Site), and successors to the foregoing.

         2.16.    "Competitor" means an entity providing products or services
                  in connection with the Web that compete with products or
                  services provided by NBCi on Exhibit C, as NBCi shall update
                  from time to time.

         2.17.    "Content Portal(s)" means the specific aggregations of linked
                  content within the Career Center and Employment Classifieds,
                  which are organized around the Company Content, and relate to
                  job searching products, listings and services.


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         2.18.    "Employment Classifieds" means the Web page within the
                  Shopping Channel providing services for national employment
                  classifieds that will feature the Company's job searching
                  tool to be accessed by Users. It does not include Local
                  Channel Users seeking job searching products, listings and
                  services.

         2.19.    "Front Door Window" means the promotional box on the front
                  door of the NBCi Site, including any one of the three front
                  doors of the Snap Site: Home, Local, and My Snap, and any
                  other front door created by NBCi in the future for the Snap
                  Site. NBCi, in its sole discretion, may cease use of the
                  Front Door Window at any time for any reason. In such an
                  event, the parties shall mutually agree on a specific
                  Promotion of substantially equivalent value to replace the
                  Front Door Window and such specific Promotion shall for all
                  purposes of this Agreement be deemed a Front Door Window.

         2.20.    "Impression" means the display of any Promotion on any NBCi
                  Site.

         2.21.    "Integrated Media Opportunity" means an advertising
                  opportunity that includes an on-air component on television
                  and its other components will be at the sole discretion of
                  NBC and NBCi.

         2.22.    "Jump Pages" means any Web pages within the NBCi Site that
                  contain Company Content with NBCi's Look and Feel and that
                  are created pursuant to Section 7 below.

         2.23.    "Keyword Promotions" means any Promotion tied to one of the
                  keywords listed in Exhibit A attached hereto, including the
                  advertising banners to be displayed on search results pages
                  corresponding with the keywords.

         2.24.    "Launch Date" means the date on which the Co-Branded Site
                  functions properly and is made accessible to Users.

         2.25.    "Local Channel" means the Local Channel on the Snap Sites.

         2.26.    "Look and Feel" means the look and feel, User interface and
                  flow of User experience of an Internet site.

         2.27.    "My Snap" means the My Snap channel on the Snap Sites.

         2.28.    "Net Advertising Revenue" means all fees, charges or value
                  that the Company or its agents receive for advertising on the
                  Co-Branded Site less any actual cash fees paid to third
                  parties related to such advertising.

         2.29.    "NBCi Marks" means any trademarks, trade names, service marks
                  and logos that may be delivered by NBCi to the Company
                  hereunder.

         2.30.    "NBCi Member" means a User who has registered to become a
                  member of one of NBCi's registration based services,
                  including without limitation, the NBCi Sites and the free
                  email service available at http://www.email.com.


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                                                                               *

         2.31.    "NBCi Product Manager" means a NBCi employee or independent
                  contractor holding editorial authority and responsibility for
                  a portal, site, collection, area, center or page on the NBCi
                  Sites.

         2.32.    "NBCi Sites" means: (i) subject to the "Distributor" (as
                  defined in Section 9.1) exclusion in Section 9.1, any and all
                  search and aggregation "portal," direct marketing, and
                  commerce Web sites, whether operated by NBCi or a third party
                  under the "NBCi" "Snap" or "Xoom" brand, including, without
                  limitation, the Web site located at http://www.snap.com,
                  http://www.xoom.com, http://www.nbc.com, and
                  http://www.videoseeker.com, together with any mirror sites,
                  any co-branded editions of such site that have been or may be
                  developed for Distributors, and successors to the foregoing;
                  (ii) if NBCi so elects within its sole discretion, the
                  Enhanced Site and/or the International Editions, subject to
                  Section 9.2; and (iii) if NBCi so elects within its sole
                  discretion, the Web site located at http://www.nbcin.com and
                  successors thereto, and NBC's network of affiliate Web
                  stations' Web sites, as updated from time to time by NBCi in
                  its sole discretion.

         2.33.    "Promotions" means (i) banners, buttons, windows, portals,
                  Keyword Promotions, Front Door Windows, text links, and other
                  promotions that are offered by NBCi now or in the future and
                  link directly to the Company Sites and/or Co-Branded Site
                  from the NBCi Sites; and/or (ii) text links within email
                  newsletters distributed by NBCi (including, without
                  limitation, Snap Wires) and other promotions that are offered
                  by NBCi now or in the future and link directly to the Company
                  Sites and/or Co-Branded Site.

         2.34.    "Shopping Channel" means the Shopping Channel on the Snap
                  Sites.

         2.35.    "Snap Wire" means Snap email newsletter sent by NBCi to Snap
                  Members.

         2.36.    "Sufficient Job Listings" means a the number of job listings
                  for a particular City[***].

         2.37.    "User" means any end-user of the Web.

         2.38.    "User Profile Data" means data regarding a User provided by
                  the User on the NBCi Sites or the Co-Branded Site or
                  otherwise to NBCi or the Company, including without
                  limitation the User's name, e-mail address, street address,
                  telephone number and other information about the User.

         2.39.    "Web" means the World Wide Web part of the Internet.

         2.40.    "Year One" means the period beginning on the Effective Date
                  and ending upon the day before the twelfth month anniversary
                  of the Effective Date.

         2.41.    "Year Two" means the period beginning on the twelfth month
                  anniversary of the Effective Date and ending upon the day
                  before the twenty-fourth month anniversary of the Effective
                  Date.


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3.       Promotions; Performance; and Account Management.

         3.1.     Promotion Design. The Company will design and create all
                  Company Content required for the Promotions in accordance
                  with NBCi's standard technical and editorial guidelines which
                  apply to a majority of NBCi partners providing harvested
                  content, as updated in NBCi's sole discretion from time to
                  time, including those set forth at http://www.snap.com/media/
                  or any successor URL designated by NBCi. The Company shall
                  deliver via email such Company Content for the Promotions to
                  NBCi within five days after the Effective Date. If the
                  Company delivers such materials to NBCi more than five
                  business days after the Effective Date, then for each day
                  thereafter, (i) a pro-rata number of the Impressions to be
                  delivered pursuant to this Agreement will be deemed to have
                  been delivered by NBCi; and (ii) a pro-rata number of Click
                  Thrus, calculated as a daily average of the actual number of
                  Click Thrus over the first 30 days after such materials are
                  delivered to NBCi, will be deemed to have been delivered by
                  NBCi.

         3.2.     Impression Delivery.

                  3.2.1.   Impressions. Beginning on the Effective Date, NBCi
                           will use commercially reasonable efforts to deliver
                           a total number of Impressions as set forth in
                           Exhibit A attached hereto.

                  3.2.2.   Underdelivery. If NBCi fails to deliver the required
                           number of Impressions during the Term, the Company
                           agrees that NBCi shall have an additional three
                           months to deliver such Impressions on any Web site
                           operated by NBCi, Snap or Xoom, at NBCi's sole
                           discretion. If NBCi underdelivers on the required
                           number of Impressions during such additional three
                           months, NBCi will refund to the Company the pro-rata
                           amount of the media fees set forth in Section 11.4
                           for such undelivered Impressions.

                  3.2.3.   Overdelivery. In the event that NBCi deliver in
                           excess of the number of Impressions required to be
                           delivered pursuant to this Section 3.2 during Year
                           One, then such over-delivery of Impressions shall be
                           credited towards satisfaction of the next year's
                           obligations for NBCi to deliver Impressions until all
                           obligations through the end of the Term have been
                           fulfilled, after which the Company will pay for any
                           additional Keyword Promotions delivered, with payment
                           to be at the lesser of (a) Snap's current standard
                           rate card charges for Keyword Promotions less a
                           [***]% discount or (b) Snap's rate card charges for
                           Keyword Promotions in effect at beginning of
                           overdelivery, less a [***]% discount. In the event
                           that NBCi delivers more than [***]% of Year Two's
                           obligation in Year One, the Company may choose to
                           either discontinue delivery of Keyword Promotions for
                           the remainder of Year One or pay for any additional
                           Keyword Promotions delivered during Year One at (a)
                           Snap's current standard rate card charges for Keyword
                           Promotions less a [***]% discount or


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                                                                               *

                            (b) Snap's rate card charges for Keyword Promotions
                            in effect at beginning of overdelivery, less a
                            [***]% discount.

         3.3.     Click Thru Delivery. During the Term, NBCi will use
                  reasonable efforts to deliver Click Thrus to the Co-Branded
                  Site or the Company's Site.

         3.4.     Links; Performance Standards. The Company will be responsible
                  for ensuring that each link embedded within a Promotion takes
                  the User to the appropriate area within the Company Sites or
                  the Co-Branded Site (other than links to the Career Center and
                  the Employment Classifieds for which NBCi will be
                  responsible), and that such sites function with reasonable
                  reliability and in a commercially reasonable manner throughout
                  the Term. The Company agrees that the Company Sites and the
                  Co-Branded Site will comply with the performance standards set
                  forth in Exhibit B attached hereto throughout the Term. Any
                  failure by the Company to comply with this Section will be
                  deemed to be a material breach of this Agreement. In the event
                  of such breach, then for each day thereafter, (i) [***]
                  Impressions to be delivered pursuant to this Agreement will be
                  deemed to have been delivered by NBCi; and (ii) [***] Click
                  Thrus, calculated as [***] will be deemed to have been
                  delivered by NBCi for the duration of such breach. During the
                  Term, NBCi will maintain NBCi as a top twenty general purpose
                  portal site as measured by Media Metrix page views, unique
                  users, or other reasonable metric.

         3.5.     Best of Breed. During the Term, in the event the Company has
                  failed to maintain the Company Sites, Company Content, or the
                  Co-Branded Site as Best of Breed, NBCi shall have the right
                  to (a) remove any deficient Company Content from the NBCi
                  Sites and the Co-Branded Site until the Company has corrected
                  such failure and/or (b) terminate this Agreement in
                  accordance with Section 12.3.

         3.6.     Account Management.

                  3.6.1.   Account and Contact Managers. For the purposes of
                           this Agreement, Candace Brown shall be NBCi's
                           account manager for the Company and Judy Hackett
                           shall be the Company's contact manager for NBCi
                           (collectively, the "Managers"). Subject to Section
                           19.16, the Managers shall be the primary points of
                           contact for inquiries and requests, and each Manager
                           shall provide the other with such information and
                           assistance as may be reasonably requested by the
                           other from time to time. Either party to this
                           Agreement may change its designated Manager by
                           giving the other party written notice of such
                           change.

                  3.6.2.   Quarterly Meetings. At least once each quarter, the
                           Managers shall discuss the Company's Promotions for
                           the next quarter, the effectiveness of the last
                           quarter's Promotions, the reports provided under
                           Section 13, and any other items under this Agreement
                           either Manager wishes to bring to the attention of
                           the other Manager.


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4.       Anchor Tenancy.

         4.1.     Anchor Tenant of Career Center and Employment Classifieds.
                  After the Launch Date and during the Term, NBCi will feature
                  the Company as the Anchor Tenant within the Career Center and
                  Employment Classifieds. In the Career Center, the Company
                  will have the right to program a Content Portal that begins
                  Above the Fold that measures approximately 67% of the screen
                  width and 250 pixels tall with relevant content and links to
                  the Co-Branded Site. In addition, the Company shall have the
                  right to program a Content Portal that measures approximately
                  67% of the screen width and 400 pixels tall in the Employment
                  Classifieds with links to the Co-Branded Site. Company will
                  provide the appropriate Company Content, subject to the
                  reasonable discretion of a NBCi Product Manager, for the
                  Content Portals as further defined in Sections 4.2 and 4.3.
                  The NBCi Product Manager may provide the Company with
                  reasonable assistance to enable the Company to effectively
                  design the Content Portals. Subject to this Section 4.1, the
                  NBCi Product Manager will determine the size and location of
                  the Content Portals. NBCi may, in the exercise of its
                  reasonable discretion, make changes to the design and
                  functionality of the Career Center and Employment
                  Classifieds. Notwithstanding anything in this Agreement to
                  the contrary, any third party content or links may exist on
                  any area of the Career Center and Employment Classifieds that
                  provide (i) products or services that the Company does not
                  offer or (ii) products or services for which the Company
                  Products or Company Content are not Best of Breed; provided
                  that (a) NBCi shall place any links to Company Competitors
                  with attribution primarily Below the Fold and (b) NBCi will
                  not have paid content aggregation with a Company Competitor.
                  Moreover, other than as expressly set forth herein, NBCi
                  shall have the right to display any third party links, media,
                  banner advertisements, other promotions, and/or paid or
                  unpaid editorial content anywhere on the NBCi Sites. Other
                  than as expressly set forth in this Agreement, Company shall
                  have the right to display any third party links, media,
                  banner advertisements, other promotions, and/or paid or
                  unpaid editorial content anywhere on the Company Sites.

         4.2.     Career Center. The Career Center will contain multiple links
                  to various areas of the NBCi Sites. During the Term, the
                  Career Center shall contain Company Marks in the form of the
                  Company logo, however it will otherwise retain the NBCi Look
                  and Feel, subject to the reasonable discretion of a NBCi
                  Product Manager, and will promote Company Content and the
                  Company's Products. Subject to the reasonable discretion of a
                  NBCi Product Manager, the Career Center may contain Jump
                  Pages from the Career Center to the Co-Branded Site.

         4.3.     Employment Classifieds. The Employment Classifieds will
                  contain multiple links to various areas of the NBCi Sites.
                  During the Term, the front door of the Employment Classifieds
                  shall contain Company Marks in the form of the Company logo,
                  the Company search tool and the language "Provided by
                  Headhunter". Company will not be required to change its
                  search methodology unless such change becomes necessary to
                  maintain Best of Breed status. No later than January 1, 2000,
                  the Company search tool on the NBCi Sites must be able to


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                  provide region-specific job searching information to Users
                  based on a zip code provided by Users.

                  4.3.1.   Alternate Job Listings Providers. Notwithstanding
                           anything in this Agreement to the contrary, if
                           Company is not providing Sufficient Job Listings for
                           a City, NBCi may provide Users with listings from
                           alternate job listing providers ("Alternate
                           Listings"). Before NBCi may use Alternate Listings,
                           (a) NBCi must give the Company written notice that
                           the Company is not providing Sufficient Job
                           Listings; (b) then the Company will have 60 days to
                           provide Sufficient Job Listings after such written
                           notice; and (c) after such 60 days, NBCi may then
                           supplement its listings with Alternate Listings,
                           including listings from Company Competitors. Within
                           fifteen days after receiving written notice from the
                           Company that it has achieved Sufficient Job
                           Listings, and subject to NBCi's reasonable
                           verification, NBCi shall reinstate the Company's
                           listings and remove all Alternate Listings for such
                           City.

         4.4.     Harvesting. Except as set forth in Section 3.1, the Company
                  shall, beginning on the Effective Date, provide all Company
                  Content as required herein pursuant to NBCi's standard
                  harvesting technical specifications which are applicable to a
                  majority of NBCi partners, as updated in NBCi's sole
                  discretion from time to time, including those set forth at
                  http://partnermarketing.snap.com/guide/htmlharvest.html
                  (Standard HTML Harvest Specifications),
                  http://partnermarketing.snap.com/guide/htmlsample.html
                  (Sample of HTML harvested content) and
                  http://partnermarketing.snap.com/guide/metaharvest.html (Meta
                  HTML Harvest Specifications),
                  http://partnermarketing.snap.com/guide/metasample.html
                  (Sample of Meta HTML harvested content), or any other
                  successor URLs designated by NBCi. For Company Content
                  appearing on My Snap or the Career Center, NBCi shall have
                  the right, in its sole discretion, to harvest such Company
                  Content in a manner requiring a User of the NBCi Sites to
                  "click through" as many as two Web pages within the NBCi
                  Sites before the User is transferred to the Company Sites or
                  the Co-Branded Site. For Company Content appearing on the
                  Employment Classifieds, NBCi shall harvest such Company
                  Content in a manner such that a User of the NBCi Sites
                  "clicks directly" to the Co-Branded Site. Harvested Company
                  Content will maintain the NBCi Sites' Look and Feel and will
                  include branding for the Company using Company Marks, in such
                  form and placement as the parties shall mutually agree. The
                  Company shall ensure that all Company Content remains at all
                  times current by continually providing NBCi with timely
                  updates to the Company Content. Furthermore, under no
                  circumstances shall Company Content include any content of a
                  Competitor or reference a Competitor.

         4.5.     Internal Promotions for the Career Center and Employment
                  Classifieds. During the Term, a NBCi Product Manager will use
                  reasonable efforts to promote the Career Center and/or the
                  Employment Classifieds by (i) placing a promotional link to
                  the Career Center and/or the Employment Classifieds on a NBCi
                  Front


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                  Door at least 24 days and (ii) subject to the discontinuance
                  of the Snap Wire, placing promotional links to the Career
                  Center and/or the Employment Classifieds in a minimum of six
                  Snap Wires. Such six Snap Wires referred to in this Section
                  are in addition of the requirements of Section 3.2. NBCi, in
                  its sole discretion may promote the Career Center and/or the
                  Employment Classifieds by linking to the Career Center and/or
                  the Employment Classifieds from relevant channels of the NBCi
                  Sites such as Local, Education, Entertainment, and Business
                  and Money.

         4.6.     Hosting. NBCi will host the Career Center, the Employment
                  Classifieds and the Content Portals on its servers, servers
                  within its control, or servers of a third party under
                  contract with NBCi, and will provide all computer hardware,
                  software and personnel necessary to operate and maintain the
                  Career Center and Employment Classifieds, and the Content
                  Portal as functional pages accessible to Users.

         4.7.     Advertising. NBCi shall own and have the right to use or sell
                  all of the advertising inventory on the Career Center and
                  Employment Classifieds. The Company acknowledges that any
                  advertising for and/or links to other sites similar to or in
                  competition with the Company may exist in Career Center and
                  Employment Classifieds; provided, however, that any links are
                  subject to the restrictions contained in Section 4.1 of this
                  Agreement.

5.       Co-Branded Site.

         5.1.     Co-Branded Site Described. The Company will develop the
                  Co-Branded Site in accordance with this Section 5 and NBCi
                  will provide reasonable assistance in connection therewith.
                  Subject to the reasonable discretion of a NBCi Product
                  Manager, the Co-Branded Site will provide all of the features
                  and functionality provided by, and will perform in a manner
                  substantially identical to, the Company Sites, as the Company
                  Sites may be updated and enhanced from time to time by
                  Company in its sole discretion.

         5.2.     Changes. NBCi acknowledges that the Company may change the
                  design and functionality of the Company Sites from time to
                  time, in which case the design and functionality of the
                  Co-Branded Site will be changed in a similar fashion.
                  Notwithstanding the foregoing, the Company will ensure that
                  the Co-Branded Site at all times maintains the NBCi Sites'
                  Look and Feel and will make all changes reasonably suggested
                  by a NBCi Product Manager regarding the Look and Feel for
                  editorial consistency.

         5.3.     Co-Branding Features. Each page on the Co-Branded Site will
                  include branding for NBCi and the Company so that the NBCi
                  Marks and Company Marks are both Above the Fold and are of
                  substantially equivalent value and prominence to each other.
                  Each page of the Co-Branded Site will also comply with NBCi's
                  co-branding technical specifications, as updated in NBCi's
                  sole discretion from time to time, including those set forth
                  at
                  http://partnermarketing.snap.com/cobrand/cobranded_specs.html
                  or any other


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                                                                               *

                  successor URL designated by NBCi, and will include
                  appropriate navigation features, such as an embedded link on
                  each NBCi logo to the front door of the NBCi Sites,
                  breadcrumb trails linking the User to the page of the NBCi
                  Sites from which the User originated, navigation bars, and a
                  NBCi search box, that will include links to the NBCi Sites.

         5.4.     Launch Date. The Company will use its best efforts to achieve
                  a Launch Date for the Co-Branded Site within 60 days after
                  the Effective Date; provided, however, that if the Launch
                  Date occurs after such 60 days or does not occur due to the
                  fault of the Company, then such failure will be deemed a
                  material breach of this Agreement by Company. NBCi shall
                  provide the Company with reasonable assistance to launch the
                  Co-Branded Site. Notwithstanding the Launch Date, NBCi shall
                  have the right to begin displaying Impressions immediately
                  upon the Effective Date. If the Launch Date of the Co-Branded
                  Site does not occur within 60 days after the Effective Date,
                  due to the fault of the Company, then for each day
                  thereafter, (i) a pro-rata number of the Impressions to be
                  delivered pursuant to this Agreement will be deemed to have
                  been delivered by NBCi; and (ii) a pro-rata number of Click
                  Thrus, calculated as a daily average of the actual number of
                  Click Thrus over the first 30 days after the Launch Date,
                  will be deemed to have been delivered by NBCi.

         5.5.     Implementation. Notwithstanding anything in this Agreement to
                  the contrary, the Company shall have thirty days to implement
                  any significant changes required by a NBCi Product Manager.

         5.6.     Hosting. Except as otherwise expressly provided in this
                  Agreement, the Company will host the Co-Branded Site and the
                  Company Products on its servers (or on servers within its
                  control), and will provide all computer hardware, software
                  and personnel necessary to operate and maintain the
                  Co-Branded Site as a functional site accessible to Users.

         5.7.     Advertisements. The Company shall own and have the right to
                  use or sell (but not barter) all of banner advertising
                  inventory on the Co-Branded Site; provided, however, the
                  Company shall pay to NBCi [***] of the Net Advertising
                  Revenue, Company receives from such advertising on the
                  Co-Branded Site. The Company will display advertising
                  on the Co-Branded Site consistent with the number, type, and
                  placement of advertising displayed on the Company Sites;
                  provided, however, that all advertisements on the Co-Branded
                  Site must also comply with NBCi's reasonable editorial
                  guidelines in effect from time to time. At the Company's
                  request, NBCi will sell and deliver advertising to the
                  Co-Branded Site via third party advertising. The Company will
                  not display advertisements of Competitors on the Co-Branded
                  Site. Further, if any advertisement on the Co-Branded Site is
                  reasonably deemed inappropriate by NBCi, the Company shall
                  upon notice from NBCi immediately remove the advertisement
                  from the Co-Branded Site.


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         5.8.     Customized Co-Branded Pages. Subject to the mutual discretion
                  of a NBCi Product Manager and Company, NBCi may create links
                  within specific areas of the NBCi Sites to the Co-Branded
                  Site for targeted job searching products, listings and
                  services in a specified category (e.g. sports, entertainment,
                  health, computers). The Company shall create customized
                  Co-Branded Pages that contain jobs in the specified category.

         5.9.     DNS Redirection. Using Domain Name System redirection, the
                  URL for the Co-Branded Site will begin with
                  http://headhunter/snap. NBCi agrees that the Company will be
                  entitled to count all page views of the Co-Branded Site
                  towards the Company's traffic as measured by Media Metrix and
                  other Internet traffic-auditing firms.

         5.10.    Most Favored Customer Pricing. The Company shall offer on the
                  Co-Branded Site and the Company Sites to Users from the NBCi
                  Sites the Company's most favored customer pricing, which
                  means pricing and terms substantially similar to the lowest
                  pricing and most favorable terms offered by the Company to
                  any other Users. The Company shall maintain competitive
                  pricing for the products and services it offers.

6.       My Snap Job Search Option.

         6.1.     My Snap Job Search Described. No later than February 1, 2000,
                  the Company will provide job searching and listing services
                  to Users of My Snap ("My Snap Job Search"). My Snap Job
                  Search (or a substantial equivalent), will be linked to a
                  Jump Page. At the Jump Page, Users will be permitted to
                  create an individual job search that is refreshed each time
                  such User clicks on My Snap Job Search. Snap will promote the
                  My Snap Job Search to Users, however, My Snap Job Search will
                  not be a default link on My Snap. Snap has 60 days after
                  written notice from the Company to implement the Jump Pages
                  for the My Snap Job Search.

         6.2.     Availability. If the Company can not provide My Snap Job
                  Search by March 31, 2000, due to the fault of the Company,
                  NBCi, in its sole discretion shall have the right to obtain
                  the My Snap job searching and listing services as described
                  in this Section 6 from another job searching and listings
                  services provider and shall have no further obligation to the
                  Company under this Section 6. NBCi shall provide the Company
                  with reasonable assistance to launch My Snap Job Search.

7.       Jump Pages.

         7.1.     Jump Pages Described. NBCi will develop, implement, and
                  maintain all Jump Pages in accordance with this Section 7 and
                  the Company will provide reasonable assistance in connection
                  therewith. NBCi has the sole discretion on the Look and Feel
                  of the Jump Pages. Jump Pages will feature Company Content
                  and attribution. Company Marks shall be included on all Jump
                  Pages.


                                      11
<PAGE>   12


                                                                               *
         7.2.     Changes. Subject to the other provisions of this Agreement,
                  NBCi may, in the exercise of its reasonable discretion, make
                  changes to the number, design and functionality of the Jump
                  Pages.

         7.3.     Company Content. The Company will provide all appropriate and
                  mutually agreeable Company Content for the Jump Pages to NBCi
                  as harvested Company Content pursuant to Section 4.4.

         7.4.     Hosting. NBCi will host the Jump Pages on its servers,
                  servers within its control, or servers of a third party under
                  contract with NBCi, and will provide all computer hardware,
                  software and personnel necessary to operate and maintain the
                  Jump Pages as functional pages accessible to Users.

         7.5.     Advertisements. NBCi shall own and have the right to use or
                  sell all of the advertising inventory on the Jump Pages.

8.       NBC On-Air Promotion. Within six months of the Effective Date, NBCi
         will present at least one Integrated Media Opportunity to air on NBC
         (the "NBCi Spots"). The Company shall have seven (7) days to accept the
         terms of such Integrated Media Opportunity from NBCi after which the
         Company will be deemed to have forfeited such Integrated Media
         Opportunity. If Company rejects the first Integrated Media Opportunity
         presented by NBCi, NBCi will only be obligated to make one additional
         presentation for an Integrated Media Opportunity to the Company during
         the Term. NBCi shall have sole discretion regarding the final form and
         content of all aspects of such advertisements but will consult with the
         Company regarding how Company Products and/or Company Marks will be
         featured in the NBCi Spots. Up to $[***] of the media fee paid by
         Company under Section 11.4 of this Agreement may be applied to the fee
         for the first Integrated Media Opportunity purchased by the Company
         from NBCi. Company acknowledges that all placement of Company Products
         and/or Company Marks within the NBCi Spots, as well as the NBCi Spots
         themselves, will be subject to the NBC Advertising Standard Terms and
         Conditions as well as the Advertising Standards set by NBC Broadcast
         Standards and Practices, and NBCi will have no right or power to cause
         NBC to make any exception thereto for Company or the NBCi Spots. All
         other terms and conditions of the Integrated Media Opportunity shall be
         contained in an advertising agreement for the Integrated Media
         Opportunity between NBCi and the Company.

9.       Co-Branded, Enhanced, and International Editions.

         9.1.     Co-Branded Editions. Company acknowledges that NBCi produces
                  co-branded editions of the NBCi Sites for various resellers,
                  distributors, other licensees and/or joint venture partners
                  (collectively the "Distributors"). In some cases, such
                  Distributors are entitled to replace NBCi's default content
                  with other content within their own co-branded editions of
                  any NBCi Site. Notwithstanding any other provisions of this
                  Agreement, if any such Distributor has exercised its right to
                  replace Company Content with other content, then NBCi will
                  not be required to display the Promotions or Company Content
                  within such Distributor's co-branded edition of the NBCi
                  Sites. If NBCi does display the Promotions or Company


                                      12
<PAGE>   13
                                                                               *

                  Content within a co-branded edition of any NBCi Site, such
                  display will be governed by this Agreement.

         9.2.     Enhanced and International Editions. NBCi has created an
                  enhanced, high-speed version of the NBCi Sites focused on
                  rich media content (together with any successor service(s) or
                  site(s) thereof and any co-branded editions of such service
                  that have been or may be developed for NBCi's third party
                  distribution partners and licensees, the "Enhanced Sites")
                  and may desire to include appropriate rich media Company
                  Content within the Enhanced Sites. NBCi is currently
                  considering creating one or more international editions of
                  the NBCi Sites to reflect appropriate localized and local
                  partner content ("International Editions") and may desire to
                  include localized Company Content within the International
                  Site. At NBCi's sole discretion, all terms and conditions
                  contained in the Agreement related to the "NBCi Sites" may
                  also apply to the Enhanced Site and International Editions,
                  and any Impressions and Click Thrus required under the
                  Agreement may be delivered on the Enhanced Sites,
                  International Editions, and/or the existing NBCi Sites. The
                  Company hereby acknowledges that NBCi, in its sole
                  discretion, may use appropriate content, promotions and other
                  material provided by Company within the Enhanced Sites and
                  the International Editions, and all licenses set forth in
                  this Agreement are hereby expanded to include the Enhanced
                  Sites and International Editions. The Company acknowledges
                  that the Look and Feel of the Enhanced Site will be designed
                  for a high-bandwidth audience and therefore may substantially
                  differ from the Look and Feel of the primary NBCi Sites. The
                  Company further acknowledges that the Look and Feel of the
                  International Editions will be localized for the relevant
                  target audience (e.g., in terms of language, culture, and
                  ethnicity) and therefore may substantially differ from the
                  Look and Feel of the primary NBCi Sites.

10.      User Profile Data, Commerce Opportunities, and Direct Marketing.

         10.1.    Data Ownership. The Company will be the sole owner of any
                  information that the Company collects from Users through the
                  Company Sites and the Co-Branded Site, and NBCi will be the
                  sole owner of any information that NBCi collects from Users
                  through the NBCi Sites and the Co-Branded Site.

         10.2.    Use of Information and Confidentiality. Each party will have
                  the right to use any information provided by the other party
                  pursuant to Section 13 subject to the confidentiality
                  restrictions set forth in Section 19.8. Unless otherwise
                  clearly disclosed to Users on the respective site, all data
                  collected from Users through the Company Sites and Co-Branded
                  Site will be kept confidential and not disclosed to third
                  parties in accordance with the published privacy policy of
                  NBCi.

11.      Payments and Credits.

         11.1.    Production Fee. On the Effective Date, the Company will pay
                  to NBCi a [***] production and content integration fee.


                                      13
<PAGE>   14
                                                                               *

         11.2.    Anchor Tenancy Fee. The Company will pay NBCi a [***] fee for
                  the Anchor Tenant position in the Career Center and the
                  Employment Classifieds. Year One of such fee, in the amount of
                  [***], shall be paid in three equal quarterly installments of
                  [***] due beginning three months after the Effective Date.
                  Year Two of such fee, in the amount of [***] shall be paid in
                  four equal quarterly installments of [***] due beginning on
                  the first day of Year Two.

         11.3.    Performance Fee. The Company will pay NBCi [***] for each
                  Click Thru delivered pursuant to Section 3.3 ("Performance
                  Fee"). Payments under this Section 11.3 will be due monthly,
                  on receipt of an invoice from NBCi. No Performance Fee shall
                  be due until NBCi has delivered [***] Click Thrus.

         11.4.    Media Fee. Beginning one month after the Effective Date, the
                  Company shall pay NBCi a media fee monthly for all Impressions
                  NBCi delivers pursuant to Section 3.2. During Year One, the
                  Company will pay NBCi [***] in twelve equal monthly payments
                  of [***] for such Impressions. During Year Two and beginning
                  one month after the first day of Year Two, the Company will
                  pay NBCi [***] in twelve equal monthly payments of [***] for
                  such Impressions. Media Fees are payable within 30 days of
                  receipt of invoice.

         11.5.    Payment. Payments under this Agreement will be made by check
                  or wire transfer of immediately available funds. If Company
                  should fail to make any payment due under this Agreement by
                  the date such payment is due, the overdue payment will bear
                  interest at the rate of one and one-half percent simple
                  interest per month or the maximum interest permitted by law,
                  whichever is less.

         11.6.    Invoice Procedure. NBCi shall send the Company all invoices
                  hereunder to the attention of Judy Hackett, whose title is
                  Senior Vice President of Marketing. The Company agrees to use
                  the following procedures for processing and payment of
                  invoices from NBCi: Company will send payment to NBCi
                  immediately upon receipt of invoice from NBCi unless
                  (i)expressly stated otherwise in this Agreement or (ii)
                  expressly stated otherwise by NBCi at time of invoice, which
                  shall not supercede provisions in this Agreement.

12.      Term; Termination.

         12.1.    Term. The term of this Agreement will begin on the Effective
                  Date and end on the last day of the twenty-fourth month after
                  the Effective Date, unless otherwise terminated or extended
                  as set forth in this Agreement (the "Term").

         12.2.    Extension Negotiations. Eighteen months after the Effective
                  Date, the parties hereto shall work diligently and in good
                  faith, on an exclusive basis for 60 days, to prepare and
                  negotiate the written terms of an extension of the Term. If
                  an agreement is not reached after such exclusive time period,
                  the parties shall use their best efforts to conclude such
                  negotiations on a non-exclusive basis within three months of
                  the end of the Term.


                                      14
<PAGE>   15

         12.3.    Termination for Cause. Either NBCi or the Company may
                  terminate this Agreement at any time by giving written notice
                  of termination to the other parties if any other party
                  commits a material breach of its obligations hereunder that
                  is not cured within 30 days after notice thereof from a
                  non-breaching party; provided, however, that if the Company
                  fails to make a payment as required hereunder, NBCi may
                  terminate this Agreement 15 days following the date of notice
                  of such non-payment if any such payment is not made within 15
                  days after the Company's receipt of such notice. Company or
                  NBCi (either, the "Terminating Party") may terminate this
                  Agreement immediately, and shall have no further obligation
                  under this Agreement, if the Company or NBCi (either, the
                  "Non-Terminating Party") becomes insolvent; makes an
                  assignment for the benefit of creditors; makes or sends
                  notice of a bulk transfer; calls a meeting of its creditors
                  with respect to its inability to pay its obligations owed to
                  such creditors on customary terms; defaults under any
                  agreement, document or instrument relating to the
                  Non-Terminating Party's indebtedness for borrowed money;
                  ceases to do business as a going concern; a petition is filed
                  by or against the Non-Terminating Party under any bankruptcy
                  or insolvency laws; or the Non-Terminating Party experiences
                  a change in its ownership, such that a Competitor holds an
                  equity interest in the Non-Terminating Party, without the
                  Terminating Party's prior, written consent to such ownership.

         12.4.    Termination Regarding Company Content. NBCi may terminate
                  this Agreement at any time by giving written notice of
                  termination to the Company if the Company fails to timely
                  deliver, pursuant to Section 4.4, any material part of the
                  Company Content, including updates, and such failure is not
                  cured within 10 days after Company's receipt of notice
                  thereof from NBCi.

         12.5.    Consequences of Termination. Upon the termination or
                  expiration of this Agreement, all licenses granted hereunder
                  shall immediately terminate and each party shall return or
                  destroy all Confidential Information of the other party in
                  its possession. In addition, in the event this Agreement is
                  terminated pursuant to Sections 12.3, then all monies paid by
                  the Company to NBCi hereunder prior to the termination,
                  including without limitation all performance fees set forth
                  in Section 11.3, shall be deemed non-refundable except (i) as
                  expressly stated otherwise in this Agreement, or (ii) in the
                  case of a material breach by NBCi. Finally, in the event this
                  Agreement is terminated pursuant to Sections 12.3 and 12.4,
                  then the Company shall pay to NBCi 100% of all fees that
                  would be incurred by the Company under the Agreement during
                  the subsequent 90 days of the Term as liquidated damages, and
                  such payment shall be made within 30 days of termination.
                  Such payments shall be due and payable on the dates they
                  would have been due and payable if the termination had not
                  occurred. The parties acknowledge and agree that it would be
                  impractical to estimate the amount of any damages that could
                  arise out of any material breach of this Agreement or
                  termination pursuant to Section 12.3 and/or Section 12.4, and
                  agree that the amount of liquidated damages described above
                  is a reasonable estimate of the actual damages that NBCi
                  would suffer and incur as a result of such breach or
                  termination of this Agreement. No party shall be liable to
                  the others for damages


                                      15
<PAGE>   16

                  of any sort resulting solely from terminating this Agreement
                  in accordance with its terms.

13.      Reports, Records, and Accounts.

         13.1.    NBCi Reports. Within 15 days after the end of each month
                  during the Term, NBCi will provide to the Company its
                  standard advertising report for User traffic generated from
                  the Promotions for such month.

         13.2.    Company Reports. Within 15 days after the end of each month
                  during the Term, the Company will provide to NBCi a complete
                  and detailed report that includes, at a minimum, for such
                  month: (i) the total page views on the Co-Branded Site, (ii)
                  the number of unique Users to the Co-Branded Site from the
                  Career Center and/or the Employment Classifieds, (iii) the
                  number of Click Thrus and the conversion rate resulting from
                  such Click Thrus, (iv) the number of Users and User Profile
                  Data for Users who click through from the NBCi Sites to the
                  Company Sites and/or the Co-Branded Site, (v) the number of
                  Users and User Profile Data for Users who click through from
                  the NBCi Sites to the Company Sites and/or the Co-Branded
                  Site and order Company Products, and (vi) the aggregate
                  statistical and demographic characteristics of Users in (ii),
                  (iii), (iv), and (v). To the extent that the Company does not
                  collect any of the reporting data specified in this Section
                  13.2, the Company shall not be required to report such data
                  to NBCi. NBCi will tag each Co-Branded User originating from
                  the NBCi Sites using a cookie or other similar technology to
                  assist the Company in obtaining the foregoing data.

         13.3.    Records and Accounts. The Company agrees to keep, on a
                  continuing basis, full and accurate records and accounts,
                  including, without limitation all logs and reports,
                  sufficient to permit NBCi to verify the accuracy of all
                  reports submitted by the Company as hereinabove required.
                  NBCi shall have the right, at its sole expense, to examine
                  such books and records, whether in electronic format or
                  otherwise, to the extent that such examination is necessary
                  and pertinent to the foregoing verification, during
                  reasonable business hours, using its employees or principals,
                  or through outside, authorized representatives. In the event
                  such an examination reveals that any of the Click Thru
                  reports submitted or payments made by the Company to NBCi, as
                  hereinabove required, understated the monies owed by five
                  percent (5%) or more, then the Company shall, in addition to
                  the payment of the additional monies owed fees determined by
                  such examination, promptly pay to NBCi the reasonable cost of
                  such examination.

14.      Licenses.

         14.1.    Company Content. The Company hereby grants to NBCi a
                  non-exclusive, non-transferable, royalty-free license,
                  effective throughout the Term, to use, display and publish
                  the Company Content solely as permitted hereunder. In the
                  event the Enhanced Sites and/or the International Editions
                  are deemed included within this Agreement pursuant to Section
                  9.2, the Company hereby further grants to NBCi a


                                      16
<PAGE>   17

                  non-exclusive, non-transferable, royalty-free license,
                  effective throughout the Term, to modify and create
                  derivative works of the Company Content solely as permitted
                  hereunder. In the event the International Editions are deemed
                  included within this Agreement pursuant to Section 9.2, the
                  Company shall in good faith modify the Company Marks to
                  incorporate changes reasonably suggested by NBCi for the
                  relevant target audience (e.g., complying with local laws or
                  avoiding the use of offensive terms in the local language).
                  Nothing contained in this Agreement will give NBCi any right,
                  title or interest in or to the Company Content or the
                  goodwill associated therewith, except for the limited usage
                  rights expressly provided above. NBCi acknowledges and agrees
                  that, as between the Company and NBCi, the Company is the
                  sole owner of all rights in and to the Company Content. All
                  use of the Company Marks by NBCi shall inure to the benefit
                  of the Company and shall be subject to any reasonable usage
                  guidelines communicated by the Company to NBCi regarding the
                  Company Marks.

         14.2.    NBCi Marks. NBCi hereby grants to the Company a
                  non-exclusive, non-transferable, royalty free license,
                  effective throughout the Term, to use, display and publish
                  the NBCi Marks solely within the Co-Branded Site as permitted
                  hereunder. Any use of the NBCi Marks by the Company must
                  comply with any reasonable usage guidelines communicated to
                  the Company by NBCi from time to time. Nothing contained in
                  this Agreement will give the Company any right, title or
                  interest in or to the NBCi Marks or the goodwill associated
                  therewith, except for the limited usage rights expressly
                  provided above. The Company acknowledges and agrees that, as
                  between the Company and NBCi, NBCi is the sole owner of all
                  rights in and to the NBCi Marks.

15.      Responsibility for the Sites and Products. The Company acknowledges
         and agrees that, as between the Company and NBCi, the Company will be
         solely responsible for any claims or other losses associated with or
         resulting from the marketing or operation of the Company Sites or the
         Co-Branded Site or the offer or sale of any Company Products by the
         Company or through the Company Sites or the Co-Branded Sites. NBCi is
         not authorized to make, and agrees not to make, any representations or
         warranties concerning the Company Products, except to the extent (if
         any) contained within Promotions delivered to NBCi by the Company.

16.      LIMITATION OF DAMAGES. NO PARTY WILL BE LIABLE FOR ANY SPECIAL,
         INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR
         RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF
         LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN
         ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN THE EVENT OF A
         CLAIM UNDER SECTION 18 OR SECTION 19.8, IN NO EVENT SHALL EITHER PARTY
         BE LIABLE TO THE OTHER PARTY IN AN AMOUNT GREATER THAN THE AMOUNTS
         ACTUALLY PAID TO NBCI BY THE COMPANY HEREUNDER.

17.      NO WARRANTIES. THE IMPRESSIONS, CAREER CENTER AND EMPLOYMENT
         CLASSIFIEDS, USER PROFILE DATA AND COMPANY PRODUCTS ARE


                                      17
<PAGE>   18

         PROVIDED "AS IS" AND THE INFORMATION CONTAINED THEREIN IS NOT
         WARRANTED TO BE FREE FROM ERROR. BOTH PARTIES DISCLAIM ALL WARRANTIES,
         EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED
         WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
         WITH RESPECT TO THE CAREER CENTER, EMPLOYMENT CLASSIFIEDS, IMPRESSIONS
         USER PROFILE DATA, COMPANY PRODUCTS AND CONTENT PORTALS.

18.      Mutual Indemnification.

         18.1.    Indemnification by NBCi. NBCi shall indemnify, defend and
                  hold the Company harmless from and against any costs, losses,
                  liabilities and expenses, including all court costs,
                  reasonable expenses and reasonable attorney's fees
                  (collectively, "Losses") that the Company may suffer, incur
                  or be subjected to by reason of any legal action, proceeding,
                  arbitration or other claim by a third party, whether
                  commenced or threatened, arising out of or as a result of the
                  operation of the NBCi Sites (except in cases where the
                  Company is required to indemnify NBCi under Section 18.2).

         18.2.    Indemnification by Company. The Company shall indemnify,
                  defend and hold NBCi harmless from and against any Losses
                  that NBCi may suffer, incur or be subjected to by reason of
                  any legal action, proceeding, arbitration or other claim by a
                  third party, whether commenced or threatened, arising out of
                  or as a result of (i) the use of Company Content by NBCi in
                  accordance with this Agreement; (ii) the operation of the
                  Company Sites or the Co-Branded Site; (iii) the use of any
                  word as a keyword to trigger a Keyword Promotion; (iv) the
                  offer or sale of Company Products by the Company on or
                  through the Company Sites or the Co-Branded Site, or (v) the
                  authorized and legal use of the User Profile Data under the
                  terms of this Agreement.

         18.3.    Indemnification Procedures. If any party entitled to
                  indemnification under this Section (an "Indemnified Party")
                  makes an indemnification request to the other, the
                  Indemnified Party shall permit the other party (the
                  "Indemnifying Party") to control the defense, disposition or
                  settlement of the matter at its own expense; provided that
                  the Indemnifying Party shall not, without the consent of the
                  Indemnified Party enter into any settlement or agree to any
                  disposition that imposes an obligation on the Indemnified
                  Party that is not wholly discharged or dischargeable by the
                  Indemnifying Party, or imposes any conditions or obligations
                  on the Indemnified Party other than the payment of monies
                  that are readily measurable for purposes of determining the
                  monetary indemnification or reimbursement obligations of
                  Indemnifying Party. The Indemnified Party shall notify the
                  Indemnifying Party promptly of any claim for which
                  Indemnifying Party is responsible and shall cooperate with
                  the Indemnifying Party in every commercially reasonable way
                  to facilitate defense of any such claim; provided that the
                  Indemnified Party's failure to notify Indemnifying Party
                  shall not diminish Indemnifying Party's obligations under
                  this Section except to the extent that Indemnifying Party is
                  materially prejudiced as a result of such failure. An


                                      18
<PAGE>   19

                  Indemnified Party shall at all times have the option to
                  participate in any matter or litigation through counsel of
                  its own selection and at its own expense.

19.      Miscellaneous.

         19.1.    Local Employment Classifieds. During the Term, NBCi grants to
                  the Company a first right of refusal on any future
                  negotiations for the NBCi Local Channel Employment Classified
                  job searching products, listings and services.

         19.2.    Update of Company Competitor List. At the end of Year One,
                  the Company may provide the NBCi Product Manager with a
                  written list selecting nine (9) new competitors to qualify as
                  Company Competitors under this Agreement.

         19.3.    Promotion of NBCi Sites. The Company shall display the NBCi
                  Marks on the Company Sites at least as prominently as any
                  other portal or search engine entity that Company promotes on
                  the Company Sites. The Company shall ensure that the NBCi
                  Marks on the Company Sites link to the Co-Branded Site, the
                  Career Center or Employment Classifieds.

         19.4.    Assignment. Subject to Section 12.3, either party shall have
                  the right to assign all of its rights and liabilities
                  hereunder to an affiliate or to any person or entity that (i)
                  acquires all or substantially all of such party's operating
                  assets (whether by asset sale, stock sale, merger or
                  otherwise) or (ii) results from a merger or reorganization of
                  such party pursuant to any plan of merger or reorganization;
                  provided that the new entity accepts in writing all of such
                  party's rights, obligations and liabilities hereunder and
                  such entity is not a Competitor.

         19.5.    Relationship of Parties. This Agreement will not be construed
                  to create a joint venture, partnership or the relationship of
                  principal and agent between any of the parties hereto, nor to
                  impose upon any party any obligations for any losses, debts
                  or other obligations incurred by another party except as
                  expressly set forth herein.

         19.6.    Conflicts. Notwithstanding any other provision of this
                  Agreement, no obligation of NBCi pursuant to this Agreement
                  shall be interpreted or operate to cause NBCi to breach any
                  contract or agreement between NBCi and any other party, or
                  impair the rights of any such contract party pursuant to a
                  contract or agreement with NBCi.

         19.7.    Applicable Law; Forum. This Agreement will be construed in
                  accordance with and governed by the laws of the State of New
                  York, without regard to principles of conflicts of law.
                  Litigation of disputes under this Agreement shall be
                  conducted in the appropriate state or federal courts located
                  in the City of New York, New York. The parties hereto consent
                  to the jurisdiction of any local, state or federal court in
                  which an action is commenced and located in accordance with
                  the terms of this Section and that is located in New York,
                  New York. The parties further agree not to disturb such
                  choice of forum, and if not resident in such state, waive the
                  personal service of any and all process upon them, and
                  consent that


                                      19
<PAGE>   20

                  such service of process may be made by certified or
                  registered mail, return receipt requested, addressed to the
                  parties as set forth herein.

         19.8.    Confidentiality. In connection with the activities
                  contemplated by this Agreement, each party may have access to
                  confidential or proprietary technical or business information
                  of another party, including without limitation (i) proposals,
                  ideas or research related to possible new products or
                  services; (ii) financial statements and other financial
                  information; (iii) any reporting information in Section 13;
                  and (iv) the terms of this Agreement and the relationship
                  among the parties (collectively, "Confidential Information").
                  Each party will take reasonable precautions to protect the
                  confidentiality of each of the other party's Confidential
                  Information, which precautions will be at least equivalent to
                  those taken by such party to protect its own Confidential
                  Information. Except as required by law or as necessary to
                  perform under this Agreement, no party will knowingly
                  disclose the Confidential Information of any other party or
                  use such Confidential Information for its own benefit or for
                  the benefit of any third party. Each party's obligations in
                  this Section with respect to any portion of another party's
                  Confidential Information shall terminate when the party
                  seeking to avoid its obligation under such Section can
                  document that: (i) it was in the public domain at or
                  subsequent to the time it was communicated to the receiving
                  party ("Recipient") by the disclosing party ("Discloser")
                  through no fault of Recipient; (ii) it was rightfully in
                  Recipient's possession free of any obligation of confidence
                  at or subsequent to the time it was communicated to Recipient
                  by Discloser; (iii) it was developed by employees or agents
                  of Recipient independently of and without reference to any
                  information communicated to Recipient by Discloser; (iv) it
                  was communicated by the Discloser to an unaffiliated third
                  party free of any obligation of confidence; or (v) the
                  communication was in response to a valid order by a court or
                  other governmental body, was otherwise required by law or was
                  necessary to establish the rights of either party under this
                  Agreement.

         19.9.    Press Release. No party will make any public statement or
                  other announcement (including without limitation, issuing a
                  press release) or pre-briefing any member of the press or
                  other third party) relating to the terms or existence of this
                  Agreement without the prior written approval of the other
                  parties. Notwithstanding the foregoing and Section 19.8, the
                  parties may issue an initial joint press release, the timing
                  and wording of which will be subject to each party's
                  reasonable approval, regarding the relationship between the
                  parties.

         19.10.   Injunctive Relief. Each party agrees that in the event of a
                  breach or alleged breach of Sections 19.8 or 19.9 that the
                  other parties shall not have an adequate remedy at law,
                  including monetary damages, and that the other parties shall
                  consequently be entitled to seek a temporary restraining
                  order, injunction, or other form of equitable relief against
                  the continuance of such breach, in addition to any and all
                  remedies to which any other party shall be entitled.

         19.11.   Captions and Section Headings. Captions and section headings
                  used in this Agreement are for convenience only and are not a
                  part of this Agreement and


                                      20
<PAGE>   21

                  shall not be used in construing it. Except as otherwise
                  specifically provided, any reference in this Agreement to a
                  section or exhibit shall be deemed to be a reference to such
                  section or exhibit of this Agreement.

         19.12.   Survival. Termination or expiration of this Agreement for any
                  reason shall not release any party from any liabilities or
                  obligations set forth in this Agreement which (i) the parties
                  have expressly agreed shall survive any such termination or
                  expiration, or (ii) remain to be performed or by their nature
                  would be intended to be applicable following any such
                  termination or expiration.

         19.13.   Taxes. For all fees or charges payable hereunder by the
                  Company to NBCi, the Company will pay or reimburse NBCi for
                  any taxes or fees (including all federal, state, or local
                  taxes), if any, associated with NBCi's provision of the
                  services hereunder to the Company, except that the Company
                  will have no liability for any taxes based on NBCi's net
                  assets or net income, or for which Company has an appropriate
                  resale or other exemption.

         19.14.   Force Majeure. If any party shall be delayed in its
                  performance of any obligation hereunder or be prevented
                  entirely from performing any such obligation due to causes or
                  events beyond its reasonable control, including without
                  limitation any act of God, fire, strike or other labor
                  problem, such delay or non-performance shall be excused and
                  the time for performance shall be extended to include the
                  period of such delay or non-performance.

         19.15.   Dispute Resolution. In the event that any dispute arises
                  hereunder, the parties agree that prior to commencing
                  litigation, arbitration, or any other legal proceeding, each
                  party shall send an officer of such party to negotiate a
                  resolution of the dispute in good faith at a time and place
                  as may be mutually agreed. Each officer shall have the power
                  to bind its respective party in all material respects related
                  to the dispute. If the parties cannot agree on a time or
                  place, upon written notice from either party to the other,
                  the negotiations shall be held at the principal executive
                  offices of NBCi twenty one days following such notice (or on
                  the next succeeding business day, if the twenty first day is
                  a weekend or holiday).

         19.16.   Notices. All notices or other communications that shall or
                  may be given pursuant to this Agreement, shall be in writing,
                  in English, shall be sent by certified or registered air mail
                  with postage prepaid, return receipt requested, by facsimile,
                  overnight express mail, or by hand delivery. Such
                  communications shall be deemed given and received upon
                  confirmation of receipt, if sent by facsimile; the day after
                  delivery if by overnight express mail; or upon delivery if
                  hand delivered; or upon receipt of mailing, if sent by
                  certified or registered mail; and shall be addressed to the
                  parties as set forth above on the first page of this
                  Agreement and to the attention of Judy Hackett, if to the
                  Company; and to the attention of Mark Markunas, Contracts
                  Administrator, if to NBCi; or to such other addresses or
                  persons as the parties may designate in writing from time to
                  time.


                                      21
<PAGE>   22

         19.17.   Counterparts. This Agreement may be executed in one or more
                  counterparts, each of which shall be deemed a duplicate
                  original and all of which, when taken together, shall
                  constitute one and the same document.

         19.18.   Entire Agreement. This Agreement constitutes and contains the
                  entire agreement between the parties with respect to the
                  subject matter hereof and supersedes any prior oral or
                  written agreements. This Agreement may not be amended except
                  in writing signed by all parties. Each party acknowledges and
                  agrees that the other has not made any representations,
                  warranties or agreements of any kind, except as expressly set
                  forth herein. All exhibits attached to this Agreement are
                  incorporated hereby and shall be treated as if set forth
                  herein.


IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives on the dates indicated below.



NBC INTERNET INC.                         HEADHUNTER.NET



By:  Edward Sanctis                       By:  /s/ Mark Partin
   --------------------------------          ---------------------------------
   (Signature)                               (Signature)


Name:  /s/ Edward Sanctis                 Name:   Mark Partin
     -------------------------------           -------------------------------
     (Please print)                            (Please print)


Title:   Pres. and C.O.O.                 Title:    CFO
      ------------------------------            ------------------------------


Date:  12/10/99                           Date:     12/10/99
     -------------------------------           -------------------------------



                                      22
<PAGE>   23
                                                                               *

                                   EXHIBIT A

                               KEYWORD PROMOTIONS

1.       Keywords. Subject to availability in NBCi's inventory, the Company
         shall provide NBCi with no more than 10 keywords. For any keywords
         protected by trademark or servicemark rights, NBCi shall have the
         right to accept or reject such term regardless of availability. In the
         event NBCi accepts such a keyword protected by trademark or service
         mark rights, (i) the Company shall indemnify, hold harmless, and
         defend NBCi as set forth in Section 18 of the Agreement to which this
         Exhibit is attached and (ii) NBCi shall have the right, in its sole
         discretion, to terminate immediately its acceptance in the event NBCi
         becomes aware of third party claims regarding such keyword (e.g.,
         demand letter, complaint, etc.).

Keywords:
1.Job
2.Jobs
3.Career
4.Careers
5.Job Search
6.headhunters
7.resume
8.resumes
9. employment
10.job sites

2.       [***] Exclusivity. At least [***] of all keyword search results for
         only such keywords will result in a Company Keyword Promotion. This
         Section 2 of this Exhibit A may not apply to keyword searches
         containing the keywords indicated and also containing additional words.
         [For example, if "job" is a selected keyword, a search on "job search"
         means this Section 2 of this Exhibit A may not apply to this search.]

3.       Underdelivery of Keyword Promotions. If for any reason NBCi
         underdelivers on the stated number of Keyword Promotions, NBCi will
         make good on the amount of the underdelivery with a number of targeted
         Impressions of equal value.

4.       Overdelivery. In the event that NBCi delivers in excess of the stated
         number of Keyword Promotions, NBCi shall notify the Company in writing
         as soon as reasonably practical. Upon receipt of such notice, the
         Company shall, in writing, but within its sole discretion, either
         accept or decline the overdelivery. In the event the Company either
         confirms the over delivery of Impressions of Keyword Promotions or
         does not respond in writing within 5 days of NBCi's written notice of
         over delivery, the Company will pay for all excess ordered Impressions
         of Keyword Promotions at NBCi's then standard net rate card charges
         for Keyword Promotions less a 25% discount. In the event the Company
         declines in writing to accept the over delivery within 5 days of
         NBCi's written notice, NBCi shall cease delivering any additional
         Keyword Promotions.


                                      23
<PAGE>   24
                                                                               *

5.       Impressions. NBCi will make commercially reasonable efforts to deliver
         the Impressions in the quantity and according to the allocation
         schedule below. In the event that NBCi is unable to deliver the
         Impressions as defined in the schedule below, NBCi may substitute
         Impressions of comparable value.

6.       Integrated Media Opportunity. If the Company elects the Integrated
         Media Opportunity in Section 8 of this Agreement, the Impressions
         defined below in the schedule will be reduced pro-rata across Year One
         and Year Two up to $[***] of media fees that may be deferred under
         such section.

<TABLE>
<CAPTION>
                       IMPRESSIONS                       YEAR 1          YEAR 2         TOTAL
                       -----------                       ------          ------         -----
<S>                                                     <C>            <C>            <C>
TARGETED:

Local                                                  [***]          [***]          [***]
Computing and Internet                                 [***]          [***]          [***]
Entertainment                                          [***]          [***]          [***]
Sports                                                 [***]          [***]          [***]
Education                                              [***]          [***]          [***]
Shopping                                               [***]          [***]          [***]
People and Society                                     [***]          [***]          [***]
Health                                                 [***]          [***]          [***]
Business and Money                                     [***]          [***]          [***]
Keywords                                               [***]          [***]          [***]
TOTAL NBCI TARGETED IMPRESSIONS                        [***]          [***]          [***]

NBCI UNTARGETED:
Front Door Windows                                     [***]          [***]          [***]
Run of Site Banners, Buttons, Windows                  [***]          [***]          [***]
Snap Wire                                              [***]          [***]          [***]
TOTAL NBCI UNTARGETED IMPRESSIONS                      [***]          [***]          [***]

Direct Marketing Email                                 [***]          [***]          [***]

TOTAL IMPRESSIONS                                      [***]          [***]          [***]
MEDIA FEES                                             [***]          [***]          [***]
</TABLE>


                                      24
<PAGE>   25

                                   EXHIBIT B

                         GENERAL PERFORMANCE STANDARDS

The Company Sites, the Co-Branded Site and the Company's related operations
must comply with the following performance standards throughout the Term:

1.       The Company Sites and Co-Branded Site will be operational and fully
         functional in all material respects (i.e. capable of displaying
         information and conducting transactions as contemplated in the
         ordinary course of business) at least 99.5% of the time during any 30
         day period.

2.       The average time required to start displaying the HTML on a page of
         the Company Sites or Co-Branded Site after a link from the NBCi Sites
         shall not exceed a daily average of eight seconds, and the average
         time required to deliver an entire page of the Company Sites or
         Co-Branded Site over the open Internet shall not exceed a daily
         average of eight seconds. For measurements required in this Section,
         the Company may assume standard T1 connectivity to the Internet.

3.       Without limiting the effect of Sections 1 and 2 above, the Company
         shall provide to Users coming to the Company Sites or the Co-Branded
         Site from the Promotions at least the same level of service as is
         offered to Users coming directly to the Company Sites.

4.       The Company Sites and Co-Branded Site will offer job searching
         products, listings and services as well as links to various resources
         and shall not: (i) contain defamatory or libelous material or material
         which discloses private or personal matters concerning any person,
         without such person's consent; (ii) permit to appear or be uploaded
         any messages, data, images or programs which are illegal, contain
         nudity or sexually explicit content or are, by law, obscene, profane
         or pornographic; or (iii) permit to appear or be uploaded any
         messages, data, images or programs that would knowingly or
         intentionally (which includes imputed intent) violate the property
         rights of others, including unauthorized copyrighted text, images or
         programs, trade secrets or other confidential proprietary information,
         or trademarks or service marks used in an infringing fashion.

5.       If any of the performance standards set forth above are not met by the
         Company, NBCi may immediately remove any or all links to the Company
         Sites or Co-Branded Site, as applicable, at NBCi's sole discretion. If
         the Company Sites or the Co-Branded Site fail to operate fully and
         functionally in any material respect for any period of four or more
         consecutive hours, even if otherwise in compliance with the
         performance standards, NBCi may immediately remove any or all links to
         the Company Sites or Co-Branded Site, as applicable, at NBCi's sole
         discretion until such time as the Company notifies NBCi that such
         Company Sites or Co-Branded Site has resumed acceptable operation.
         These remedies are for NBCi's editorial purposes and in no way limit
         NBCi's ability to terminate this contract or pursue any other remedies
         hereunder in the event the performance standards set forth herein are
         not met.


                                      25
<PAGE>   26

                                   Exhibit C

                            List of NBCi Competitors

1.       @Home/Excite
2.       4anything.com
3.       ABC
4.       About.com
5.       Altavista/Compaq
6.       Amazon.com
7.       AOL.com/AOL/Mirabilis-ICQ/
8.       AskJeeves
9.       Broadcast.com
10.      CBS
11.      CMGI/AltaVista
12.      CMGI/Lycos
13.      Compuserve
14.      Direct Hit
15.      Disney/Infoseek/GoNetwork
16.      Euroseek
17.      Fox
18.      GeoCities
19.      Go2net Inc.
20.      GOD (Global Online Directory)
21.      Google, Inc.
22.      GoTo.com
23.      HotBot
24.      Hotmail
25.      InfoSpace.com
26.      Looksmart
27.      Magellan
28.      MSN/Microsoft
29.      Mining Company
30.      Netscape
31.      Northern Lights
32.      RoadRunner/MediaOne
33.      Search.com
34.      TalkCity
35.      TheGlobe.com
36.      Time Warner/Pathfinder
37.      Tripod
38.      USA Networks/Ticketmaster Online/CitySearch
39.      WebCrawler
40.      Yahoo


                                      26