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                                                                    EXHIBIT 10.1

                                   YAHOO! INC.

                         SERVICES AND CONTENT AGREEMENT

         THIS SERVICES AND CONTENT AGREEMENT (the "Agreement") is made as of
this 5th day of March, 2001 (the "Effective Date") between Yahoo! Inc., a
Delaware corporation with offices at 3420 Central Expressway, Santa Clara, CA
95051 ("Yahoo"), and Headhunter.net, Inc., a Georgia corporation, with offices
at 333 Research Court, Norcross, Georgia 30092 ("Headhunter.net").

         WHEREAS, Yahoo is a global Internet media company that offers a network
of branded programming; and

         WHEREAS, Headhunter.net is an online recruiting and job awareness
network which enables candidates and corporations to manage the job search
process via posted resumes and job listings; and

         WHEREAS, the parties wish to: (a) include Headhunter.net's job listing
database, on an exclusive basis, on a co-branded service on Yahoo! Careers, (b)
provide users of Yahoo! Careers with the ability to post individual jobs to
Yahoo! Careers and Headhunter.net via a Headhunter.net-hosted site; and (c)
provide search access, to Headhunter.net's paying resume search customers, to
resumes posted by Yahoo! Careers users (on a searchable basis only).

         NOW, THEREFORE, In consideration of the mutual promises contained
herein, the parties agree as follows:

SECTION 1: DEFINITIONS. The following defined terms shall apply throughout the
Agreement:

         "ADVERTISING RIGHTS" means the advertising and promotional rights sold
or licensed with respect to the Yahoo Properties.

         "AFFILIATE" means any company or other entity worldwide, including
without limitation corporations, partnerships, joint ventures, and limited
liability companies, in which Yahoo directly or indirectly holds at least a
twenty percent (20%) ownership, equity, or financial interest.

         "BUSINESS DAYS" means all days excluding weekends and federal holidays.

         "DEMOGRAPHIC AREA" means any of the top thirty-five (35) (TBD) "DMAs"
(i.e., demographic regions) in the United States, as listed on Exhibit I
("Demographic Areas").

         "DIRECTORY" means a listing of names, URLs or other data generated via
search technology in response to a user query.

         "EMPLOYER" means a corporation or other entity (including but not
limited to the representatives of any such entity (e.g., a recruiting agency or
third party job listings aggregators)), that has a need to find candidates to
fill open positions.

         "EMPLOYER DATA" means all data provided by or generated from Employers
on the Job Posting Pages, excluding the Headhunter.net Job Listings.

         "ENHANCEMENTS" means any updates, improvements or modifications made
to, or derivative works created from, the Headhunter.net Content or
Headhunter.net Job Post Technology.

         "HEADHUNTER.NET BRAND FEATURES" means all trademarks, service marks,
logos and other distinctive brand features of Headhunter.net that are used in or
relate to Service, including but not limited to those listed in Exhibit A of the
Agreement.

         "HEADHUNTER.NET COMPETITORS" shall mean the following entities,
including their wholly-owned subsidiaries: [*****].


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         "HEADHUNTER.NET CONTENT" means the content specified on Exhibit A
("Headhunter.net Content"), and all methods and functionality related to such
content, provided or made available to Yahoo or its Affiliates by Headhunter.net
pursuant to the Agreement. The term "Headhunter.net Content" includes without
limitation any and all audio and audiovisual materials, data, images, files,
hypertext links, scripts and Enhancements provided or made available to Yahoo or
its Affiliates pursuant to the Agreement, and all Teaser Content.

         "HEADHUNTER.NET JOB LISTINGS" means the complete database of job
listings submitted by third parties to Headhunter.net for distribution on the
Headhunter.net Site.

         "HEADHUNTER.NET JOB POST TECHNOLOGY" means Headhunter.net's web page
embedded software tool (currently called "EaseEPost") that allows an Employer to
post an individual job listing (as opposed to batch listings) for distribution
on the Headhunter.net Site. The term "Headhunter.net Job Post Technology"
includes any Enhancements to such technology.

         "HEADHUNTER.NET RESUME SEARCH" means a Headhunter.net product or
bundled product that provides Employers with search access to resumes for a fee.

         "HEADHUNTER.NET SITE" means the Headhunter.net Internet site that is
currently located http://www.headhunter.net and any other Headhunter.net-branded
Internet site mutually agreed upon by the parties. The term "Headhunter.net
Site" includes any and all additional, substitution, mirror, derivative, or
successor sites or URLs (including but not limited to http://www.careers.com) at
which the site may be located during the Term of the Agreement; provided,
however, that Headhunter.net must give Yahoo at least sixty (60) days' written
notice in the event that it changes the name or URL of the Headhunter.net Site.
The Headhunter.net Site excludes the Service Pages, but includes Headhunter.net
Resume Search.

         "INTELLECTUAL PROPERTY RIGHTS" means any and all rights, titles and
interests, whether foreign or domestic, in and to any and all trade secrets,
patents, copyrights, service marks, trademarks, know-how, or similar
intellectual property rights, as well as any and all moral rights, rights of
privacy, publicity and similar rights of any type under the laws or regulations
of any governmental, regulatory, or judicial authority, foreign or domestic.

         "INTERNET" means the worldwide collection of computers, networks,
infrastructure, connections and devices, whether now know or later developed,
that can access, connect to, communicate with, or transfer data to, from,
through or by way of the worldwide collection of networks (including without
limitation telephone, wireless and third party networks) that is commonly
referred to as the "Internet."

         "JOB LISTINGS PAGES" means the pages of the Service described in
Section 1 of Exhibit C ("Service Specifications") under "Job Listings Pages"
that (a) are created, hosted and maintained by Yahoo in the Yahoo "look and
feel"; (b) are cobranded with the Yahoo Brand Features and Headhunter.net Brand
Features; and (c) as of the Effective Date, look substantially similar to the
mockups shown on Exhibits D-5 through D-9.

         "JOB POSTING PAGES" means pages of the Service that (a) enable an
Employer to post a single job on the Headhunter.net Site and Yahoo Careers via
the Headhunter.net Job Post Technology; (b) are hosted, created and maintained
by Headhunter.net in the Headhunter.net "look and feel," but with Yahoo
oversight and approval; (c) are linked from a jump page created, hosted and
maintained by Yahoo, which jump page is linked from a "Post a Job" text link (or
substantially similar link) on the Service Entry Page; (d) are branded with the
Headhunter.net Brand Features; (e) contain no third party advertising; and (f)
are intended to look substantially similar to the mockup shown on Exhibit D-10.

         "ONLINE CAREER FAIR" means an online recruiting event in which
Employers can post a company profile and up to twenty-five jobs for which
applicants apply online. Online Career Fairs will (a) be hosted by
Headhunter.net, except for the Online Career Fair Jump Page, which will be
hosted by Yahoo; and (b) be branded with the Headhunter.net Brand Features and
Yahoo Brand Features. The Online Career Fairs are intended to look substantially
similar to the mockups shown on Exhibit D.



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         "ONLINE CAREER FAIR JUMP PAGE" means the top page of each Online Career
Fair created, hosted and maintained by Yahoo in the Yahoo "look and feel". The
Online Career Fair Jump Page is intended to look substantially similar to the
mockups shown on Exhibit D-2.

         "RESTRICTED COMPANIES" means, collectively the general navigational
guides or online services similar to Yahoo (including, but not limited to, those
services operated by [*****] and their respective successors in interest.

         "SERVICE" means the co-branded, online job posting and listing services
described in Exhibit C ("Service Specifications") provided by Headhunter.net and
integrated into Yahoo Careers, including but not limited to the Yahoo Service
Pages, Online Career Fairs and Job Posting Pages. In the event that Yahoo
removes the job query entry field from the Service Entry Page per Exhibit C(1),
the definition of "Service" shall not include the Service Entry Page.

         "SERVICE ENTRY PAGE" means the top page of Yahoo Careers. The Service
Entry Page will be hosted, designed and maintained by Yahoo at its sole
discretion. As of the Effective Date, the Service Entry Page looks substantially
similar to the mockup shown on Exhibit D-1.

         "SERVICE LAUNCH DATE" means the day on which the Service becomes
publicly available on the Yahoo Properties, excluding for beta or other testing.

         "TEASER CONTENT" means any portion of the Headhunter.net Content that
(a) is streamed from or reproduced on or within the Yahoo Properties; (b)
consists of a small excerpt of the Headhunter.net Content (e.g, an Online Career
Fair Employer logo or individual job listing) which does not change the meaning
of the Headhunter.net Content; and (c) is directly associated, connected or
linked to the Headhunter.net Content from which that Teaser Content was derived
or links directly to the Yahoo Service Pages or a page of the Headhunter.net
Site, as applicable.

         "TERM" means the term of this Agreement as specified in Section 11.1
below.

         [*****] means the total number of [*****] that [*****] or a particular
[*****] as reported by Yahoo's internal measurement and reporting tools.

         "USER" means any individual or entity that uses the Service or Online
Career Fairs for his, her, or its own personal or business purposes, or a Yahoo
Resume User.

         "YAHOO BRAND FEATURES" means all trademarks, service marks, logos and
other distinctive brand features owned by Yahoo that are used in or relate to a
Yahoo Property, including, without limitation, the trademarks, service marks and
logos described in Exhibit A.

         "YAHOO CAREERS" means that portion of the Yahoo Main Site, currently
located at http://careers.yahoo.com, containing, among other things, various
resources for job seekers, including job listings, resume posting to an on-line
database, and career advice.

         "YAHOO MAIN SITE" means Yahoo's principal U.S. based directory to the
World Wide Web currently located at http://www.yahoo.com.

         "YAHOO PROPERTIES" means any or all of Yahoo's or its Affiliates'
worldwide properties, software, products, services, sites and pages, including,
without limitation, those accessible in whole or in part through the Internet,
whether presently existing or later developed, that are developed in whole or in
part by or for Yahoo or its Affiliates.

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


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         "YAHOO RESUME" means a resume provided to Yahoo on the Yahoo Main Site
by a Yahoo Resume User with user's express permission to make the resume
searchable by third parties on the Yahoo Properties and third party Internet
sites.

         "YAHOO RESUME USER" means the named contact provided to Yahoo with a
Yahoo Resume.

         "YAHOO SERVICE PAGES" means the Job Listings Pages and the Online
Career Fair Jump Page.

         "YAHOO USER DATA" means all data, other than Employer Data, provided to
Yahoo or Headhunter.net by users of the Yahoo Properties and Service or
otherwise relating to user activity on the Yahoo Properties and Service,
including but not limited to (a) all data related to the Yahoo Resumes,
including but not limited to information contained in the data entry fields
completed by a Yahoo Resume User in conjunction with posting a Yahoo Resume
(e.g., email address, level of education), resume contents, and all reporting
statistics relating to Yahoo Resumes outlined in Exhibit G ("Reporting Data");
and (b) the data provided by Yahoo to Headhunter.net under Section 3.4
("Reporting Information").

SECTION 2:  GRANT OF LICENSES.


2.1      Grant of License by Headhunter.net. Subject to the terms and conditions
of this Agreement, Headhunter.net hereby grants to Yahoo:

         (a)      Headhunter.net Content. A non-exclusive, worldwide, fully
paid up, royalty free right and license to use, copy, encode, store, archive,
distribute, transmit, modify, translate, create Teaser Content, render into an
audible format, publicly display and publicly perform the Headhunter.net Content
in whole or in part via any means, including, without limitation, the Internet,
in connection with any Yahoo Property. Yahoo's and its Affiliates' license to
modify the Headhunter.net Content is limited to modifying the Headhunter.net
Content to fit the format and the look-and-feel of the Yahoo Properties. In
addition, Yahoo may, at its sole discretion, choose which data fields included
in each Headhunter.net Job Listing that it wishes to display on each page of the
Yahoo Properties.

         (b)      Headhunter.net Brand Features. A non-exclusive, worldwide,
fully paid up, royalty free right and license to use, copy, encode, store,
archive, distribute, transmit, render into an audible format, publicly display
and publicly perform the Headhunter.net Brand Features: (1) in connection with
the presentation of the Headhunter.net Content on the Yahoo Properties; and (2)
in connection with the marketing and promotion of the Yahoo Properties.

         (c)      Sublicensing Rights. The right to sublicense the rights and
licenses set forth in Sections 2.1(a) and 2.1(b) to its Affiliates and in
connection with any mirror site, derivative site, or distribution arrangement
concerning any Yahoo Property, including without limitation co-branded versions
of any Yahoo Property. All sublicenses granted under this Section 2.1(c) will be
subject to the same restrictions that apply to Yahoo with respect to the use of
the Headhunter.net Content and the Headhunter.net Brand Features.

2.2      Grant of Licenses by Yahoo.  Subject to the terms and conditions of
this Agreement, Yahoo hereby grants to Headhunter.net:

         (a)      Yahoo Resumes. A non-exclusive, worldwide, fully paid up,
royalty free right and license to use, copy, encode, store, archive, distribute,
transmit, modify and publicly display the Yahoo Resumes on the Headhunter.net
Site (either bundled with or unbundled from resumes submitted directly to
Headhunter.net, but only as part of a fee-based Headhunter.net Resume Search
service). Headhunter may not sublicense this right to any third party.
Headhunter.net's license to modify the Yahoo Resumes is limited to modifying the
Yahoo Resume to fit the format and the look-and-feel of the Headhunter.net Site.
Notwithstanding the foregoing, Headhunter.net may include non-personally
identifiable information specific to Yahoo Resumes (e.g., job title) on a
Headhunter.net Resume Search summary page (i.e., showing titles of resumes only,
and not the full Yahoo Resume) to non-paying Headhunter.net Resume Search
customers, but in no event will provide the full Yahoo Resume or any
personally-identifiable information to non-paying customers.


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         (b)      Yahoo User Data. A non-exclusive, worldwide, fully paid up,
royalty free right and license to use Yahoo User Data internally only as
necessary to perform Headhunter.net's obligations under this Agreement. This
license does not give Headhunter.net any other rights to use, reproduce,
transmit, sell, distribute, or transfer Yahoo User Data, and Headhunter.net does
not have any right to sublicense its rights under this Section 2.2(b).
Headhunter.net agrees that its license to the Yahoo User Data shall expire at
the end of the Term (subject to the grace period specified in Section 11.4
("Effect of Termination")), or upon Yahoo's written notice of Headhunter.net's
material breach of Section 13, which breach is not cured within five (5)
Business Days. Subject to Section 11.4 ("Effect of Termination"), upon
expiration or termination of the license, Headhunter.net agrees not to use the
Yahoo User Data for any purpose and to remove all copies of the Yahoo User Data
from its databases and records.

         (c)      Yahoo Brand Features. A non-exclusive, worldwide, fully paid
up, royalty free right and license to use, copy, encode, store, archive,
distribute, transmit, and publicly display the Yahoo Brand Features identified
on Exhibit A to indicate the location of the Yahoo graphic link as further
contemplated in Section 4.9 ("Links"); and (b) as necessary to perform any
branding obligations regarding the Online Career Fairs as described in Section
4.4 ("Online Career Fairs"). All uses of the Yahoo Brand Features hereunder must
be in accordance with the Yahoo Brand Features Usage Guidelines attached as
Exhibit E.

2.3      Limited License. Each party will cooperate with the other party in
facilitating the other party's monitoring of the use of such other party's brand
features (the "Trademarks") including, but not limited to, providing specimens
of the use of the Trademarks upon the Trademark owner's reasonable request.
Nothing herein shall grant either party any right, title or interest in the
other party's Trademarks. Each party understands and agrees that all use and
goodwill associated with the other party's Trademarks will inure to the benefit
of such other party. Upon termination or expiration of this Agreement, each
party will cease to use the other party's Trademarks. Each party shall have the
right to immediately suspend the other party's use of its Trademarks, upon
written notice to the Trademark owner, if such usage is inconsistent with the
terms of this Agreement.

2.4      No Other Licenses. No licenses are granted by either party except for
those expressly set forth in this Section 2, and all rights and licenses not
expressly granted in this Section 2 are reserved by the parties. Nothing in the
Agreement restricts, or should be deemed to restrict, either party's right to
exercise any rights or licenses received from any third parties, or to grant
other or similar rights or licenses to any third parties.

SECTION 3:  YAHOO'S RESPONSIBILITIES.

3.1      Yahoo Service Pages Hosting and Design.

         (a)      Executive Producer. Headhunter.net acknowledges and agrees
that Yahoo is, and will at all times continue to be, the "executive producer" of
Yahoo Careers, including but not limited to the Yahoo Service Pages, and will,
in addition to any responsibilities that may be set forth in Exhibit C ("Service
Specifications"), control the hosting, maintenance, design, look-and-feel, and
layout of all Yahoo Service Pages. In addition, subject to Section 7 ("Limited
Exclusivity" below) Yahoo will have the sole discretion over all aspects of
Yahoo Careers and career-related content on the Yahoo Properties (e.g.,
"careers" modules on My Yahoo!, and "careers" alerts on Yahoo! Alerts), and may
post other third party content on Yahoo Careers, such as company profiles,
salary wizard, resume writing tips, etc. Throughout the Term, Yahoo may, at any
time, redesign or modify the organization, structure, specifications,
arrangement, format, "look and feel," navigation, guidelines and/or other
elements of the Yahoo Properties, including but not limited to the Yahoo Service
Pages, in its sole discretion, and will have final approval rights over all
aspects of the Service, including but not limited to the Job Posting Pages and
any changes to the Job Posting Pages. It is expressly understood that Yahoo may
promote and/or link to other areas of the Yahoo Properties from the Yahoo
Service Pages and Job Posting Pages.

         (b)      Yahoo Obligations. Notwithstanding anything to the contrary in
Section 3.1(a), Yahoo agrees to cobrand each Yahoo Service Page with the Yahoo
Brand Features and Headhunter.net Brand Features. Headhunter.net branding on the
Yahoo Service Pages will be above the fold on the same line as


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the Yahoo branding. In addition, Yahoo agrees to include a "job query" input box
for searching the Headhunter.net Job Listings ("Query Box") either on the
Service Entry Page or on a page directly linked to the Service Entry Page, and
will place such Query Box in a prominent location (e.g., middle of the page)
above the fold. Yahoo agrees that the Yahoo Service Pages will account for no
less than [*****] percent ([*****]%) of overall Page Views on Yahoo Careers in
any given quarter. In the event the amount falls below [*****] percent
([*****]%), Yahoo will use [*****] efforts to redesign Yahoo Careers as
necessary to increase the amount to the [*****]% threshold. "Page View" means a
user's request for a page on Yahoo Careers as solely measured by Yahoo's
advertising reporting system.

3.2      Service/Online Career Fair Promotion. Yahoo will promote the Service
during the Term through fixed links on areas of the Yahoo Properties selected in
Yahoo's sole discretion, to include at a minimum links to the Service from the
Service Entry Page. In addition, Yahoo will (a) allocate [*****] dollars
(US$[*****]) of inventory for "house ads" (i.e., ads created by Yahoo and placed
on the Yahoo Properties to promote a Yahoo Property) specifically for the
promotion on the Yahoo Properties of Yahoo Careers during the Term, and (b)
provide mutually-agreed to advertising for, and links to, the Online Career Fair
Jump Pages, [*****] to Headhunter.net, on Yahoo Careers (subject to Yahoo's
standard terms and conditions for advertising). Yahoo may promote the Service,
Online Career Fairs and Yahoo Careers in any other manner at its sole
discretion. Notwithstanding the foregoing, subject to Headhunter.net's
obligation to provide such Online Career Fairs to Yahoo under Section 4.4
("Online Career Fairs") below. Yahoo agrees that it will post an Online Career
Fair Jump Page for at least twelve (12) Online Career Fairs during each year of
the Term, and at least three (3) Online Career Fairs in every three (3) month
period.

3.3      Limited Exceptions to Posting Obligation. Yahoo shall have no
obligation, express or implied, to post or otherwise include in any Yahoo
Property any portion of the Headhunter.net Content (or include any links on the
Yahoo Properties to the Headhunter.net Site, Headhunter.net Job Posting Pages or
Online Career Fairs) if, in Yahoo's reasonable judgment, such content (or
content linked from the Yahoo Properties) (a) presents any technical problems or
difficulties, (b) violates any law, regulation or order, or gives rise to civil
or criminal liability for Yahoo; or (c) does not meet the standards set forth in
Exhibit C ("Service Specifications"). In addition, Yahoo will not be required to
display an Online Career Fair Jump Page for every Online Career Fair hosted by
Headhunter.net, but may choose which Online Career Fairs to promote at its sole
discretion, provided, however, that Yahoo complies with the minimum posting
obligations set forth in Section 3.2.

3.4      Reporting Information. Yahoo shall provide Headhunter.net with a
monthly data feed of the non-personally identifiable information identified on
Exhibit G ("Reporting Data") with respect to the previous month. Such
information will be deemed "Confidential Information" (as defined in the Mutual
Non-Disclosure Agreement dated January 23, 2001), regardless of whether the
information is labeled confidential or proprietary, and may only be disclosed by
Headhunter.net to third parties in aggregate form (i.e., combined with other
data such that Yahoo's, its Affiliates, its Web sites, or its users' identities
are not traceable), and only with prior review and approval of Yahoo.

3.5      Advertising Rights. Yahoo will have the sole right to sell or otherwise
dispose of, and will retain all revenue generated from, Advertising Rights for
the Yahoo Properties (including but not limited to the Online Career Fair Jump
Page and the Yahoo Service Pages). The parties agree that the Job Posting Pages
will contain no third party advertisements. The parties will use good faith
efforts to execute, within thirty (30) days following the Effective Date, an
agreement containing terms and conditions regarding Headhunter.net's ability to
refer Employer advertisers to Yahoo for placement on Yahoo Careers as "featured
employers," or for other advertising placements on Yahoo Careers, in exchange
for a share of the revenue generated by such sales.

3.6      [*****]

         (a)      [*****]. Yahoo will provide [*****] on Yahoo Careers during
the [*****] of the Term, and [*****] in the [*****] of the Term. In the event
that Yahoo fails to deliver the number of total [*****] specified in this
Agreement for [*****] of the Term, the sole liability of Yahoo to Headhunter.net
will be limited to, at Yahoo's sole discretion, (a) extending the Term until
Yahoo's obligations have been satisfied


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with respect to the total [*****] owed hereunder; or (b) provide Headhunter.net
the remaining amount of [*****] in the form of [*****] A [*****] shall mean a
[*****], as solely measured by Yahoo's advertising reporting system. For
clarity, in the event Yahoo fails to deliver the number of total [*****] for the
[*****] of the Term, Yahoo's "make good" obligation for such [*****] period will
not begin until the end of [*****] of the Term, and will be combined with
Yahoo's make good obligations, if any, for the [*****] of the Term. [*****]
delivered to Headhunter.net above the guaranteed minimum in the [*****] will be
credited against the guaranteed minimum owed in the [*****]. When, at anytime
during the Term, the total [*****] guarantee has been reached, Headhunter.net
will pay for [*****]on a [*****] basis per Section 6.3 ("Additional [*****])
below.

         (b)      Audit. Headhunter.net acknowledges and agrees that the [*****]
statistics provided by Yahoo are the official, definitive measurements of
Yahoo's performance on [*****] delivery obligations. The processes and
technology used to generate such statistics have been certified and audited by
the Audit Bureau of Circulations (ABC Interactive). In addition, Ernst & Young,
LLP has reviewed and examined the effectiveness of Yahoo's controls over its
advertising measurement and reporting functions and the use of standard
methodologies and metrics as defined by the Internet Advertising Bureau (IAB)
("E&Y Opinion). Licensor shall have access to the E&Y Opinion currently located
at https://processcertify.ey.com/yahoo/attestation.html. No other measurements
or [*****] statistics (including those of Headhunter.net or any third party)
will be applicable to this Agreement. Notwithstanding the foregoing, at the end
of the Term, in the event that Headhunter.net, in its reasonable discretion,
suspects an error in Yahoo's accounting regarding [*****] statistics,
Headhunter.net shall have the right, upon reasonable notice and at its own
expense, to have a Yahoo-approved certified independent accountant inspect and
audit such books and records of Yahoo that are relevant to the [*****]
statistics provided to Headhunter.net. In the event that any such audit shall
reveal an underreporting of more than [*****] percent ([*****]%) of [*****] over
the Term, Yahoo will reimburse Headhunter.net for the reasonable cost of such
audit.

3.7      Yahoo Resumes. On or before [*****], Yahoo will deliver to
Headhunter.net all Yahoo Resumes and associated Yahoo Resume User contact
information (i.e., those resumes and resume contact information for which Yahoo
has previously received the Yahoo Resume User's express permission to provide to
third parties) in its possession. In addition, Yahoo will deliver to
Headhunter.net a daily, incremental feed of all Yahoo Resumes submitted on Yahoo
Careers, to enable Headhunter.net to incorporate the Yahoo Resumes into the
greater Headhunter.net Resume Search database, subject to Sections 4.3
("Headhunter.net Resume Search") and Section 13 ("User Data"). Over the Term,
but no earlier than two (2) weeks following the Effective Date, Yahoo agrees to
use [*****] efforts to incorporate any mutually-agreeable resume data entry
fields requested by Headhunter.net (subject to Yahoo privacy standards) into its
Yahoo Resume submission tool, such that Yahoo Resumes submitted to
Headhunter.net include standardized Headhunter.net Resume Search data fields.

SECTION 4:  HEADHUNTER.NET'S RESPONSIBILITIES.

4.1.     Headhunter.net Content. Headhunter.net will provide Yahoo with all the
Headhunter.net Content available on the Headhunter.net Site (including but not
limited to specifications for desired data entry fields for Yahoo Resume
submission) on or before the Effective Date, and will provide updated feeds of
the Headhunter.net Content to Yahoo, and any Enhancements, to Yahoo two times
each day in accordance with the data requirements, functionality specifications,
and performance criteria specified on Exhibit C ("Service Specifications") and
Exhibit H ("Yahoo Data Exchange Requirements"). Headhunter.net will ensure that
Yahoo receives the most comprehensive and current Headhunter.net Content as that
included on the Headhunter.net Site at any given time during the Term. In
addition, within sixty (60) days following Yahoo's request based on User demand,
Headhunter.net agrees to translate the Headhunter.net Job Listings into any
foreign language requested by Yahoo.

4.2      Job Posting Pages. Headhunter.net will be responsible for the hosting
and maintenance of the Job Posting Pages; provided, however, that Yahoo will
have final approval rights over the Job Posting Pages and any changes to the Job
Posting Pages, and may include links on the Job Posting Pages to the Yahoo


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Properties at its sole discretion. Headhunter.net will ensure that all Employers
are clearly notified on the Job Posting Pages, and in any other instance that an
Employer provides a job to Headhunter.net, that their job listings will be made
available on the Yahoo Properties and other third party sites. Headhunter.net
will work with Yahoo to create a co-branded page hosted by Yahoo directing Yahoo
customers to post batch listings with Headhunter.net. Such page will link from
an area of Yahoo Careers specified by Yahoo, and will contain a 1-800 number and
e-mail address for a dedicated Yahoo sales contact (as specified in Section 4.7
("Customer Service/Support") below), as well as a link to a Headhunter.net
privacy policy that conforms with the Yahoo Privacy Policy.

4.3      Headhunter.net Resume Search. Headhunter.net agrees that it will make
all Yahoo Resumes provided to it during the Term available to paying Employer
customers only without additional charge to the Yahoo Resume User or Yahoo, and
will promptly notify its Headhunter.net Resume Search customers (via a
Yahoo-approved notice) that it has augmented its resume offerings with the Yahoo
Resumes. Headhunter.net will simultaneously update all Yahoo Resumes included in
Headhunter.net Resume Search with each new Yahoo Resumes feed to Headhunter.net.
Headhunter.net must not make the Yahoo Resumes available to non-paying
customers, but may include non-personally identifiable information specific to
Yahoo Resumes (e.g., resume title) on a Headhunter.net Resume Search summary
page (i.e., showing titles of resumes only, and not the full Yahoo Resume). In
no event will Headhunter.net provide the full Yahoo Resume or any
personally-identifiable information to non-paying customers. Headhunter.net will
ensure that all Yahoo Resume listings in response to a Headhunter.net Resume
Search include mutually-agreeable Yahoo branding to indicate the origination of
the Yahoo Resume (see Exhibit D-4). In addition, Headhunter.net will ensure that
Employers who reply to Yahoo Resume Users use a mandatory e-mail "reply"
template that indicates to the Yahoo Resume User that the Employer received his
or her Yahoo Resume, as originally submitted via Yahoo Careers, on the
Headhunter.net Site. Neither Headhunter.net nor its resellers or agents may
initiate direct online or offline contact with any Yahoo Resume User.

4.4      Online Career Fairs. Headhunter.net will host and maintain the Online
Career Fairs (excluding the Online Career Fair Jump Page, which will be hosted
and maintained by Yahoo), which shall be prominently co-branded with the Yahoo
Brand Features, and will manage the sales, support and overall marketing for the
Headhunter.net Online Career Fairs. Headhunter agrees that it will hold at least
twelve (12) Online Career Fairs during each year of the Term, and at least three
(3) Online Career Fairs in every three (3) month period.

4.5      Service Specifications. Headhunter.net shall design and operate the
Service during the Term in accordance with Exhibit C ("Service Specifications")
and will generally maintain, at its own cost, servers and other equipment
adequate to support its obligations under this Agreement.

4.6      Security. Headhunter.net agrees to comply with the security standards
as set forth in Section IV in Exhibit C ("Service Specifications"). If at any
time Headhunter.net becomes aware of a deficiency in Headhunter.net's security,
Headhunter.net will notify Yahoo as soon as possible. If Headhunter.net fails to
conform its operation of the Headhunter.net Site and Job Posting Pages to its
stated security policies and procedures or fails to remedy a material deficiency
in its security, such act or inaction may be considered a material breach of
this Agreement, subject to termination by Yahoo pursuant to Section 11.2
("Termination for Cause"). Headhunter.net agrees to make best efforts to
complete a third-party audit of its security operations performed prior to the
[*****], by a national and reputable audit firm, and will make the summary audit
available for Yahoo's review. Alternatively, Headhunter.net may provide Yahoo
with the results of a third-party audit of its security operations performed in
[*****] 2000, by a national and reputable audit firm, for its review; provided,
however, that in the event Yahoo is unsatisfied with the results, at its sole
discretion, Headhunter.net must undergo a new audit by [*****]. In addition,
Headhunter.net will complete a second audit, at Yahoo's request and at Yahoo's
expense, during the Term. In the event Headhunter.net makes any material
hardware, software or system changes to the Headhunter.net Site or the Job
Posting Pages and/or its security procedures during the Term, Headhunter.net
agrees to complete a second audit at its expense. Such audits will include all
standards included in Section IV of Exhibit C.

4.7      Customer Service/Support. Headhunter.net will support, via the
Headhunter.net Job Post Technology, the ability for Employers to enter a single
job listing on the Job Posting Pages via a secure credit card transaction, and
will confirm each completed job posting submission by an Employer with a


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confirmation page served immediately upon submission of the job posting request,
as well as a mutually-agreeable, co-branded confirmation e-mail (which
references the Job Posting Pages) within twenty-four (24) hours following the
submission of the job posting request. Headhunter.net will be responsible for
all customer service for the Job Posting Pages, Headhunter.net Resume Search and
Online Career Fairs in accordance with the "Yahoo Customer Care Service Level
Guidelines" attached hereto as Exhibit F, and will provide Yahoo's Customer Care
Department with password-protected access to all Yahoo Resumes included on
Headhunter.net Resume Search. During the Term, Headhunter.net will appoint a
managerial or higher-level sales contact dedicated to Headhunter.net job
posting/resume search product sales support for Yahoo and Yahoo-referred
customers, and will post an e-mail link and 1-800 number for Headhunter.net
customer service on all Job Posting Pages.

4.8      Billing. At no expense to Yahoo, Headhunter.net will be solely
responsible for all billing activities related to the Headhunter.net Site
(including but not limited to the Headhunter.net Resume Search and Online Career
Fairs), and the Job Posting Pages, including but not limited to billing, payment
processing, and collections. Headhunter.net agrees that it will fully and
prominently disclose on any such product pages any special conditions on the
service or products located on such pages. Headhunter will ensure that all
Headhunter.net services provided through the Job Posting Pages are offered to
customers on [*****] terms, including pricing and support terms, than those
generally provided by Headhunter.net to its [*****] on the Headhunter.net Site.
Under no circumstances shall Headhunter.net (a) charge any Employer an
additional fee to post the Employer's job listing on the Yahoo Properties; (b)
charge a Yahoo Resume User an additional fee to make his/her Yahoo Resume
searchable on Headhunter.net Resume Search; or (c) charge Yahoo or any Affiliate
a fee to post its own, internal job listings (i.e., for positions open at Yahoo
or an Affiliate) via Headhunter.net.

4.9      Links. Headhunter.net will place and maintain a Yahoo graphic link on
all Job Posting Pages and Online Career Fair pages, and on all pages of the
Headhunter.net Site that Users reach by clicking-through directly from the Yahoo
Properties. Such Yahoo graphic link will (a) be placed in a manner mutually
approved by Yahoo and Headhunter.net; (b) contain the Yahoo name and logo
exactly as provided by Yahoo; (c) no smaller than [*****] ([*****]) pixels wide
by [*****] ([*****]) pixels high; and (d) directly link the User back to a page
on the Yahoo Properties designated by Yahoo without spawning intervening
windows, redirects, or web pages. In no event may Headhunter.net include any
intervening windows, redirects or web pages (e.g., "pop-up ads") on the Service
or Headhunter.net Resume Search.

4.10     Exclusion of Restricted Companies on Headhunter.net-hosted Sites.
Headhunter.net will ensure that the following pages will not contain graphics,
hyperlinks, banner ads, offers, or similar material or promotions for any
Restricted Company, or automatically spawn other pop-up windows or redirects to
graphics, hyperlinks, banner ads, offers, or similar material or promotions for
a Restricted Company: (a) any page of the [*****]; (b) any page of the [*****]
(except as agreed-to by Yahoo in writing), or (c) any page of the Headhunter.net
Site that Users reach by [*****]. The foregoing restriction shall not apply to
Restricted Company job listings posted by a Restricted Company via
Headhunter.net products.

4.11     Reporting Information. Headhunter.net shall provide Yahoo with
password-protected access to the search statistics set forth on Exhibit G
("Reporting Data"), to appear in a mutually-agreeable format. In addition, each
month Headhunter.net will provide Yahoo with a report containing the data
provided by Yahoo to Headhunter.net pursuant to Section 3.4 ("Reporting
Information") above.

4.12     Liquidated Damages. In the event that Headhunter.net fails to meet, in
a material way, any of the Service standards set forth in Sections 4.1
("Headhunter.net Content") to 4.11 ("Reporting Information") above, then Yahoo
will receive liquidated damages equal to the following amounts, beginning upon
written notice of the failure to Headhunter.net, which failure is not cured
within [*****] Business Days from notice:

         1-3 days: $[*****] per day
         4-6 days: $[*****] per day
         7-8 days: $[*****] per day
         Each day over 8 days: $[*****] plus $[*****] per day


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Headhunter.net must make such payment with the subsequent quarterly payment due.
In addition, any failure to adhere to such standards will be considered a
material breach of this Agreement subject to termination by Yahoo pursuant to
Section 11.2 ("Termination for Cause").

SECTION 5: DEVELOPMENT OF SERVICE; ENHANCEMENTS.

5.1      Development of Service. Headhunter.net will devote all engineering
resources necessary for Yahoo to achieve the Service Launch Date by midnight
March 6, 2001, and will provide on-going assistance to Yahoo with regard to
technical, administrative and service-oriented issues relating to the
utilization, encoding, transmission and maintenance of the Headhunter.net
Content, as Yahoo may reasonably request. The Service will be publicly launched
only upon Yahoo's final approval of Service test results. Following the Service
Launch Date, Headhunter.net will, at no cost to Yahoo, (a) provide on-going
assistance to Yahoo with regard to technical, administrative and
service-oriented issues relating to the utilization, transmission and
maintenance of the Headhunter.net Content, and with regard to all other aspects
of the Service; and (b) make engineers available to Yahoo as necessary to work
through and correct bugs and to collaborate on Enhancements and functional
adjustments and improvements per Section 5.2 below. Headhunter.net must resolve
technical issues within [*****] ([*****]) hours of first contact to the
following emergency contact (or successor): techoncall@headhunter.net.
Headhunter.net shall immediately notify Yahoo with the name of any successor
emergency contact.

5.2      Enhancements and Competitiveness. Headhunter.net will inform Yahoo of
any Enhancements that Headhunter.net makes to the Headhunter.net Content and
Headhunter.net Job Post Technology on the Headhunter.net Site or provides to
third parties. Headhunter.net will not incorporate any Yahoo intellectual
property into any Enhancements. To the extent that Enhancements are developed
and are approved of for use as part of the Service by Yahoo, Headhunter.net will
make each Enhancement available to Yahoo at no charge immediately, and in any
event, no later than such approved Enhancement is made available by
Headhunter.net to any third party. Headhunter.net will commit reasonable
engineering resources, as well as provide Yahoo with release notes detailing the
changes reflected in any Enhancement, to ensure that such Enhancement is
successfully integrated into the Service. Development of Enhancements for the
Service in no way confers upon Headhunter.net any right, title, or interest in
the Yahoo Properties, Yahoo Brand Features, Yahoo look and feel, or any other
Yahoo intellectual property or revenue.

SECTION 6: FEES & REVENUE SHARE.

6.1      Resume Fee. In consideration of Yahoo's exclusive provision to
Headhunter.net of the Yahoo Resumes per Section 7.2 ("Yahoo Resumes"),
Headhunter.net will pay to Yahoo a non-refundable, non-creditable fee of Five
Hundred Thousand Dollars (US$500,000) (the "Resume Fee"). Headhunter.net must
pay such fee no later than [*****], but in no event no sooner than [*****] Yahoo
represents and warrants that as of the date Yahoo provides the Yahoo Resumes to
Headhunter.net on an exclusive basis, Yahoo will [*****] of a [*****] to provide
[*****] to end customers to the Yahoo Resumes.

6.2      Slotting Fee. In consideration of Yahoo's performance and obligations
set forth in this Agreement, Headhunter.net will pay Yahoo a total
non-refundable, non-creditable slotting fee equal to Twenty Five Millions
Dollars ($25,000,000) (the "Slotting Fee") [*****], payable in accordance with
the Payment Schedule set forth as Exhibit B ("Payment Schedule"). [*****] of the
first Slotting Fee payment shall be designated as a non-refundable,
non-creditable set-up fee for Yahoo's integration of the Headhunter.net Content
into the Yahoo Service Pages hereunder.

6.3      Additional [*****]. For each [*****] delivered by Yahoo beyond the
guaranteed minimums set forth in Section 3.6 ("[*****]"), Headhunter.net will
pay Yahoo [*****] per [*****]. Headhunter.net will make such payments to Yahoo
monthly (beginning a month after the date the minimum [*****] threshold has been
reached for the Term), per an invoice to be provided by Yahoo.

6.4      [*****] Fee. Headhunter.net will pay Yahoo a non-refundable,
non-creditable amount of One Million Six Hundred Eighty-Seven Thousand Five
Hundred Dollars (US $1,687,500) in the event that


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Yahoo delivers [*****] or more [*****] to Headhunter.net during the Term. Such
payment shall be payable by Headhunter.net in equal quarterly payments during
the Term, with the first payment due within thirty (30) days of the date Yahoo
delivers the [*****] to Headhunter.net, and any balance outstanding due
immediately upon any expiration or termination of this Agreement. In addition,
for each additional [*****] provided to Headhunter.net during the Term,
Headhunter.net will pay to Yahoo an additional non-refundable, non-creditable
amount of Five Hundred Thousand Dollars ($500,000) within thirty (30) days of
such date (if any) that Yahoo delivers to Headhunter.net the additional [*****];
provided, however, that in the event Yahoo delivers an additional [*****] in the
last six (6) months of the Term, the payment will be as follows: (1) if received
by Headhunter.net in the [*****] before the end of the Term, Three Hundred Fifty
Thousand Dollars ($350,000); (2) if received by Headhunter.net in the [*****]
before the end of the Term, Two Hundred Fifty Thousand Dollars ($250,000); and
(3) if received by Headhunter.net in the [*****] before the end of the term, One
Hundred Thousand Dollars ($100,000). A [*****] is [*****] if the data entered by
a [*****]. In the event that the percentage of [*****] to all [*****]
to Headhunter.net in any month period is less than [*****] percent ([*****]%),
Yahoo shall have the right to (a) request an audit, per Section 6.9 below, of
Headhunter.net records related to its determination of [*****]; and (b)
designate, in its reasonable discretion, new threshold requirements to those set
forth in this Section 6.4. Headhunter.net agrees to provide Yahoo with a monthly
report of total [*****] received from Yahoo, in a mutually-agreed upon format.

6.5      Job Posting Pages Revenue Share. Headhunter.net will pay Yahoo [*****]
percent ([*****]%) of net revenue (i.e., gross revenue minus credit card fees
and credits) received by Headhunter.net, for any single job-posting (non-batch)
or resume search access services offered on the Headhunter.net Site or Job
Posting Pages, from any Yahoo-originated Customer (as defined below). However,
in the event that Yahoo-originated Customers generate, in total, more than
[*****] or more Headhunter.net Job Listings (via single-listing (non-batch)
services) per day on average during any quarter, Headhunter.net will pay Yahoo
[*****] percent ([*****]%) of net revenue for such quarter. A Yahoo-originated
Customer is defined as any User who clicks over to the Job Posting Pages from
the Yahoo Properties, or calls Headhunter.net, based on a sales contact number
provided on the Yahoo Service Pages, regarding single-job posting services (in
which case Headhunter.net will direct the User to the Job Posting Pages). For
clarity, such User will always be treated as a Yahoo-originated Customer during
the Term regardless of whether it purchases single-job posting products via the
Job Posting Pages, or directly through the Headhunter.net Site. Headhunter.net
will take all steps necessary to accurately track Yahoo-originated Customers as
originating from the Yahoo Properties and to track each such Yahoo-originated
Customer's single-job submissions to the Job Posting Pages or the Headhunter.net
Site. At a minimum Headhunter.net will tag each Yahoo-originated Customer with a
unique identifier that is tracked to the Yahoo-originated Customer's account.
All such identifying information must be treated by Headhunter.net in accordance
with Section 13 ("User Data").

6.6      Online Career Fair Revenue Share. Headhunter.net will pay Yahoo [*****]
percent ([*****]%) of net revenue (i.e., gross revenue minus agency fees and
credits) received by Headhunter.net for any other revenue (including but not
limited to Employer participation, promotions and advertising) specific to each
Online Career Fair (including the Online Career Fair component of a bundled
product). The foregoing does not affect Yahoo's right to retain Advertising
Rights to the Online Career Fair Jump Page per Section 3.5 ("Advertising
Rights").

6.7      Payment Terms. The payments due to Yahoo under this Agreement will be
made by Headhunter.net via wire transfer into Yahoo's main account pursuant to
the wire transfer instructions set forth in Section 6.8 below. Unless otherwise
specified above, Headhunter.net will pay to Yahoo all such amounts within thirty
(30) days following the calendar quarter in which received by Headhunter.net,
where applicable. Amounts not paid on or before each due date will bear interest
at the rate of one and a half percent (1 1/2%) per month (or the maximum
interest permitted by law, if less), from due date until paid. Notwithstanding
the foregoing, any failure by Headhunter.net to make payments hereunder will
constitute a material breach of this Agreement, subject to termination by Yahoo
pursuant to Section 11.2 ("Termination


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for Cause"). In addition, in the event that Headhunter.net fails to pay, by the
[*****] due date, the [*****] Slotting Fee payment referenced in Exhibit B
("Payment Schedule"), Yahoo will have the right to collect from Headhunter.net
an additional [*****] Dollar ($[*****]) penalty fee. Headhunter.net will be
responsible for all reasonable expenses (including attorneys' fees) incurred by
Yahoo in collecting any overdue payments. All revenue share payments shall be
accompanied by a report that describes in detail the total amount of payments
received by Headhunter.net from sales of the applicable service, less credits
and credit card chargebacks deducted from the invoiced amount, and the
calculation of revenue share payments to Yahoo, as applicable.

6.8      Wire Transfer Instructions.

Yahoo's Bank Information:

[*****]

6.9      Audit. Headhunter.net shall keep and maintain complete and accurate
accounting and sales books and records in accordance with generally accepted
methods of accounting for all transactions relevant to Section 6.5 ("Job Posting
Pages Revenue Share") through 6.6 ("Online Career Fair Revenue Share"), and
regarding its determination of [*****] (as defined in Section 6.4) for six (6)
months after the last payment is due under this Agreement. Yahoo shall have the
right, upon reasonable notice and at its own expense, no more than once per
year, to have a certified independent accountant inspect and audit such books
and records that are relevant to the payments set out in such sections (and
those books and records of any affiliate and subsidiary of the Headhunter.net
that may be relevant to such payments), provided that in the event that any
audit shall reveal an underpayment of more than [*****] percent ([*****]%) of
the amounts due to Yahoo for any calendar quarter, Headhunter.net will reimburse
Yahoo for the reasonable cost of such audit. Headhunter.net will pay Yahoo the
amount of any underpayment within fourteen (14) days following completion of the
audit, along with interest for the period from the original due date to the
actual payment date thereon calculated at the lesser rate of (i) one and
one-half percent 1.5% per month or (ii) the maximum amount allowed by law.

SECTION 7: LIMITED EXCLUSIVITY.

7.1      Job Listings.  Beginning two (2) weeks following the Effective Date and
throughout the Term of the Agreement, Headhunter.net will be Yahoo's exclusive
provider of job listings on Yahoo Careers.


7.2      Yahoo Resumes. Headhunter.net understands and acknowledges that Yahoo
has a[*****] for making Yahoo Resumes available to Employers [*****]. However,
[*****], Yahoo agrees to use Headhunter.net as its exclusive third party
"reseller" (e.g., a third party who makes Yahoo Resumes available to Employers)
of Yahoo Resumes.

7.3      Advertising.  During the Term, Yahoo shall not place advertisements for
any Headhunter.net Competitor on [*****]. This restriction does not apply to (a)
[*****]; (b) advertisements for [*****] placed on Yahoo Careers prior to March
18, 2001; or (c) [*****].

7.4      Online Career Fairs. Headhunter.net will be the exclusive provider of
Online Career Fairs linked from, or provided on, Yahoo Careers.

7.5      Termination of Exclusivity. In order to retain or receive the
exclusivities set forth in this Section 7, Headhunter.net must remain in
compliance with the material terms and conditions of the Agreement, and meet the
following additional criteria throughout the Term: (a) the products offered by
Headhunter.net on the Headhunter.net Site and Job Posting Pages must be [*****];
(b) Headhunter.net must be one of the top


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[*****] sites for the on-line posting of jobs and searching of resumes (as
determined, to the extent practical, over a reasonable period of time, by an
independent, qualified and industry-recognized third party (e.g., Media Metrix)
based on the quantity and quality of customers and product offerings); and (c)
the number of Headhunter.net Job Listings provided by Headhunter.net to Yahoo in
any [*****] for a particular Demographic Area or job category (e.g., IT or
health care) must equal at least [*****] percent ([*****]%) of the average daily
number of listings carried by [*****] for such Demographic Area or job category.
In the event of a deficiency under subsection (c), which is not cured by
Headhunter.net within thirty (30) days of Yahoo's written notice, Yahoo may
[*****]. In addition, Yahoo may, at its sole discretion, terminate
Headhunter.net's exclusivities under this Section, rather than terminating the
entire Agreement, in the event that Headhunter.net is in breach of any of its
payment obligations hereunder, which breach is not cured within ten (10) days,
or is in material breach of the Agreement in general, which breach is not cured
within thirty (30) days.

7.6      Existing Yahoo Customers. Headhunter.net acknowledges and agrees that
Yahoo may refer its current third party job posting aggregators to
Headhunter.net, and that Headhunter.net will provide job posting services
directly to such third parties under at least the same terms and pricing offered
by Headhunter.net to other third parties. In addition, Headhunter.net agrees
that Yahoo may continue to post, until the end of the original posting period,
any "single-post" job listings posted on Yahoo Careers prior to the Effective
Date, free of any obligation to Headhunter.net.

7.7      Limitations. The exclusivities in this Section 7 do not preclude Yahoo
from (a) entering into an advertising relationship with any third party except
as expressly stated in Section 7.3; (b) [*****]; (c) [*****]; (d) including
Yahoo's or its Affiliates own internal company job listings on the Yahoo
Properties, or linking to such listings from anywhere on Yahoo Careers; (e)
[*****]; or (f) otherwise conducting its normal course of business with any
third party on any Yahoo Property other than Yahoo Careers. For clarity, Yahoo
agrees that a Featured Employer advertisement on Yahoo Careers will never link
directly to the Featured Employer's Internet site.

SECTION 8: REPRESENTATIONS AND WARRANTIES.

8.1      Headhunter.net Commitments for Headhunter.net Services. Headhunter.net
understands and acknowledges that the quality and consistency of the Service
will affect the quality of the Yahoo Brand Features. Accordingly, Headhunter.net
agrees to meet all of the specifications set forth in this Agreement regarding
the Service. Without limitation, failure by Headhunter.net to meet the criteria
for any of these responsibilities will constitute a material breach of this
Agreement, subject to termination by Yahoo in accordance with Section 11.2
("Termination for Cause").

8.2      Headhunter.net Commitment to Provide Headhunter.net Services That Are
at Least Equal to Services at Its Own Web Site or in Support of Others. To the
extent that Headhunter.net provides services on the Headhunter.net Site that are
similar to any of the Services called for under this Agreement, Headhunter.net
agrees to provide a level of service for Yahoo that is of the same or better
quality as the service it provides in support of the Headhunter.net Site. If
Headhunter.net's services for its own or others' web sites improve beyond the
minimum levels described in this Agreement, Headhunter.net will provide the same
or a better level of service for Yahoo. Without limitation, failure by
Headhunter.net to substantially comply with this obligation will constitute a
material breach of this Agreement, subject to termination by Yahoo in accordance
with Section 11.2 ("Termination for Cause").

8.3      Headhunter.net General Warranty.  Headhunter.net represents and
warrants that:


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

         (b)      The Headhunter.net Content and Headhunter.net Job Post
Technology shall be free from material errors.

8.4      General Warranties. The parties covenant, represent, and warrant to
each other that:

         (a)      They have the power and right to enter into this Agreement and
to grant all rights and licenses conveyed hereby and that their performance of
this Agreement shall be free and clear of all liens and encumbrances;

         (b)      They are duly qualified and in good standing under the laws of
each jurisdiction where the conduct of their business requires such
qualification;

         (c)      They have [*****], and will [*****] during the Term, any
[*****] which [*****] or which [*****] of this Agreement;

         (d)      They will [*****] the other, its Affiliates and their
employees, representatives and agents relating to the [*****], including without
limitation, any [*****] during the Term of the Agreement; and

         (e)      They will comply with all applicable state and federal laws
and regulations governing the provision of the functionality and services
provided under this agreement, including, but not limited to, state laws and
regulations regarding User privacy.

SECTION 9: INDEMNIFICATION.

         Headhunter.net, at its own expense, will indemnify, defend and hold
harmless Yahoo, its Affiliates and their employees, representatives, agents and
affiliates, against any claim, suit, action, or other proceeding brought against
Yahoo or an Affiliate based on or arising from (a) any claim that the
Headhunter.net Content, Headhunter.net Job Post Technology, or Headhunter.net
Brand Features infringe in any manner any Intellectual Property Right of any
third party or contains any material or information that is obscene, defamatory,
libelous, slanderous, that violates any person's right of publicity, privacy or
personality, violates a law or regulation, or has otherwise resulted in any
tort, injury, damage or harm to any person; (b) a breach of Sections 8
("Representations and Warranties") or 13 ("User Data") of this Agreement; or (c)
any claim or liability arising out of any aspect of the services provided
through Headhunter.net Site (including but not limited to Headhunter.net Resume
Search), the Headhunter.net Online Career Fairs or the Job Posting Pages;
provided, however, that in any such case: (x) Yahoo provides Headhunter.net with
prompt notice of any such claim; (y) Yahoo permits Headhunter.net to assume and
control the defense of such action, with counsel chosen by Headhunter.net (who
shall be reasonably acceptable to Yahoo); and (z) Headhunter.net does not enter
into any settlement or compromise of any such claim without Yahoo's prior
written consent, which consent shall not be unreasonably withheld.
Headhunter.net will pay any and all costs, damages, and expenses, including, but
not limited to, reasonable attorneys' fees and costs awarded against or
otherwise incurred by Yahoo or an Affiliate in connection with or arising from
any such claim, suit, action or proceeding. It is understood and agreed that
Yahoo does not intend and will not be required to edit or review for accuracy or
appropriateness any Headhunter.net Content.

SECTION 10:  LIMITATION OF LIABILITY.

             EXCEPT AS PROVIDED IN SECTION 9, UNDER NO CIRCUMSTANCES SHALL
HEADHUNTER.NET, YAHOO, OR ANY AFFILIATE BE LIABLE TO ANOTHER PARTY FOR INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THIS
AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR
LOST BUSINESS.

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SECTION 11:  TERM AND TERMINATION.

11.1     Term. This Agreement will become effective as of the Effective Date and
shall, unless sooner terminated as provided below or as otherwise agreed, remain
effective for a period of [*****] following the Effective Date.

11.2     Termination for Cause. Notwithstanding the foregoing, this Agreement
may be terminated by either party immediately upon notice if the other party:
(a) becomes insolvent; (b) files a petition in bankruptcy; (c) makes an
assignment for the benefit of its creditors; (d) breaches any of its obligations
under this Agreement in any material respect (including but not limited to
Headhunter.net's breach of Sections 4 or 5 herein), including all breaches
identified in the Agreement as cause for termination, (including but not limited
to the conditions specified in Sections 4.12 ("Liquidated Damages")); and (e)
which breach is not remedied within thirty (30) days (ten (10) days for failure
to make a payment hereunder) following written notice to such party.

11.3     Additional Termination by Yahoo. Notwithstanding anything to the
contrary herein, Yahoo may terminate the Agreement (a) immediately in the event
that, through no fault of Yahoo, the Service Launch Date has not occurred by
[*****]; (b) upon sixty (60) days written notice in the event that the
Headhunter.net Content decreases by more than [*****] percent ([*****]%) from
the amount initially provided to Yahoo hereunder, as determined over any
calendar quarter; or (c) at anytime upon thirty (30) days written notice to
Headhunter.net if any [*****] more than a [*****] in Headhunter.net.

11.4     Effect of Termination. Any termination pursuant to this Section 11
shall be without any liability or obligation of the terminating party, other
than with respect to any breach of this Agreement prior to termination. The
rights afforded the parties under this Section 11 will not be deemed to be
exclusive, but shall be in addition to any rights or remedies provided by law.
Notwithstanding the foregoing, upon expiration of the Agreement, or on the date
the Agreement otherwise terminates for any other reason other than for a breach
by Yahoo (the "Effective Date of Termination"), Headhunter.net shall continue to
provide Yahoo with the Headhunter.net Job Listings until (a) Yahoo gives
Headhunter.net written notice that it or a third party is ready to provide job
listings, or (b) [*****] days from the Effective Date of Termination, whichever
is earlier. In addition, upon expiration of the Agreement, or on the date the
Agreement otherwise terminates for any other reason other than for a breach by
Headhunter.net, Headhunter.net may continue to provide third party search access
to Yahoo Resumes (as provided by Yahoo prior to the expiration or termination
date), on a non-exclusive basis, for a period of [*****]. Upon any termination
or expiration of this Agreement, Headhunter.net shall transfer all archived
Yahoo User Data, including but not limited to the Yahoo Resumes (subject to the
[*****] grace period specified above), to Yahoo, and to remove all copies of
Yahoo User Data from its databases and records; (b) all outstanding payments due
prior to such termination or expiration shall become immediately due; and (c)
the following sections shall survive: Sections 3.6, 8, 9, 11, 12, 13, 14, 16, 18
and this Section 11.4.

SECTION 12:  OWNERSHIP.

12.1     By Headhunter.net. Yahoo acknowledges and agrees that: (a) as between
Headhunter.net on the one hand, and Yahoo and its Affiliates on the other,
Headhunter.net owns all right, title and interest in the Headhunter.net Content,
Headhunter.net Job Post Technology, Headhunter.net Brand Features,
Headhunter.net Site, Job Posting Pages, Online Career Fairs (excluding the
Online Career Fair Jump Page, but including any Headhunter.net Content included
on the Online Career Fair Jump Page), Headhunter.net Resume Search (excluding
any Yahoo Resumes in Headhunter.net Resume Search) and Employer Data; and (b)
nothing in this Agreement shall confer in Yahoo or an Affiliate any right of
ownership in the foregoing.

12.2     By Yahoo. Headhunter.net acknowledges and agrees that: (a) as between
Headhunter.net on the one hand, and Yahoo and its Affiliates on the other, Yahoo
or the Affiliates own all right, title and interest in any Yahoo Property and
the Yahoo Service Pages (except for any Headhunter.net Content or Headhunter.net
Brand Features appearing thereon), Yahoo Resumes, Online Career Fair Jump Page
(excluding any Headhunter.net Content included on the Online Career Fair Jump
Page), the Yahoo Brand Features, and the Yahoo User Data; and (b) nothing in
this Agreement shall confer in Headhunter.net any

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right of ownership in the foregoing. Yahoo and its Affiliates shall own any
derivative works created hereunder which incorporate the Headhunter.net Content,
excluding the Headhunter.net Content itself. Headhunter.net assigns to Yahoo any
interest it may have or acquire in all Yahoo User Data and further agrees not to
reproduce, distribute, or make any use of Yahoo User Data except as expressly
provided for in this Agreement.

12.3     No Licenses. No licenses are granted by either party except for those
expressly set forth in this Agreement.

SECTION 13: USER DATA.

13.1     Yahoo User Data. As between Yahoo and Headhunter.net, all Yahoo User
Data shall be solely owned by Yahoo. Headhunter.net agrees to do nothing
inconsistent with such ownership, including but not limited to, distributing any
Yahoo User Data, permitting Employers to search Headhunter.net Resume Search
without specifically agreeing to abide by the terms of the Yahoo Privacy Policy,
or using the Yahoo User Data other than as expressly permitted in this
Agreement. Yahoo agrees that Headhunter.net will have [*****] to implement any
changes that Yahoo makes to the Yahoo Privacy Policy, as provided to
Headhunter.net by Yahoo, to the Headhunter.net Privacy Policy, Headhunter.net
Site and Job Posting Pages. The Yahoo User Data will be deemed "Confidential
Information" (as defined in the Mutual Non-Disclosure Agreement dated January
23, 2001), regardless of whether the information is labeled confidential or
proprietary. Yahoo User Data may not be disclosed to any third party except (i)
Headhunter.net's professional accountants or attorneys who are bound by a duty
of confidentiality and non-disclosure or to copyright rights holders who, under
U.S. copyright law, have the legal right to review such information; and (ii) as
part of an aggregated summary which does not contain any personally identifiable
information, and only if, in both cases, the information does not contain any
references to or means of identifying Yahoo, its Affiliates, its Web sites or
the Users.

13.2     Employer Data. All Employer Data shall be the confidential information
of, and shall be owned by, Headhunter.net, but must be used only in accordance
with the Yahoo Privacy Policy. Headhunter.net agrees that under no
circumstances, during the Term, shall any Employer Data be: (i) disclosed to any
Restricted Company (including any representative or employee of any Restricted
Company); (ii) disclosed to any third party in a manner that identifies a
relationship between such Employer Data and Yahoo (e.g., usage statistics); OR
(III) COLLECTED FROM ANY THIRD PARTY WHO HAS NOT FIRST BEEN CLEARLY INFORMED,
PER SECTION 4.2 ("JOB POSTING PAGES") THAT HEADHUNTER.NET WILL DISCLOSE THE
HEADHUNTER.NET JOB LISTINGS TO YAHOO AND THIRD PARTIES.

13.3     Privacy Policy. The parties agree to implement adequate security
protections to ensure the privacy of Yahoo User Data and Employer Data. The
parties further agree (i) to post a privacy policy on their respective Web sites
(i.e., Yahoo Properties, Headhunter.net Site, Job Posting Pages, Headhunter.net
Resume Search and the Online Career Fairs) that, at a minimum, discloses any and
all uses of personal information collected from Users, including but not limited
to any uses of personal information collected during a transaction that is
cancelled or otherwise not completed by the User; and (ii) to use all User data
collected on such sites only as expressly permitted by their privacy policy and
applicable laws and government regulations, including, by way of example and not
of limitation, applicable laws and government regulations regarding "spam" and
the unsolicited mass distribution of information. Upon Yahoo's request,
Headhunter.net will include a link to the Yahoo Privacy Policy, in addition to
or alternately to its own (at Yahoo's sole discretion), on the Job Posting
Pages. The parties agree to include a prominent notice, on any page of the
Service which collects personal information from Users, that such information is
being collected, and will include a hypertext link on all such pages to the
Yahoo Privacy Policy or Headhunter.net privacy policy, as agreed to by the
parties.

13.4     Security of Personally Identifiable Data. If any User requests, or if
either party requests on behalf of any User, that the other party remove all
personally identifiable information relating to such User from its databases and
other records, then such party will promptly remove such personally identifiable
information from its databases and other records. The parties will ensure that
the Yahoo User Data and Employer Data is maintained, accessed and transmitted in
a secure environment per Section 4.6 ("Security").

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SECTION 14: CONFIDENTIALITY.

14.1     Public Announcements. The parties will cooperate to create any and all
appropriate public announcements relating to the relationship set forth in this
Agreement. Neither party shall make any public announcement regarding the
existence or content of this Agreement without the other party's prior written
approval and consent. Any and all publicity relating to the Agreement must
fairly and accurately represent the parties' business relationship.
Notwithstanding the foregoing, anytime following the two (2) week anniversary
date of the Effective Date Headhunter.net may tell its customers that it is the
sole provider of job listings on Yahoo Careers.

14.2     Confidentiality. The terms and conditions of the Agreement are strictly
confidential and may not be disclosed by Yahoo or Headhunter.net to any third
party, except to Yahoo or Headhunter.net's professional advisors who are bound
by a duty of confidentiality and non-disclosure or to copyright rights holders
who, under U.S. copyright law, have the legal right to review such information.

14.3     Confidential Treatment Requests. If Headhunter.net or any successor in
interest to Headhunter.net intends to file the Agreement with the Securities and
Exchange Commission or any other securities exchange or market, regulatory
authority or similar body, then the filing party must provide to Yahoo, no less
than ten (10) Business Days before the expected date of the filing, a copy of
the Agreement and any amendments to the Agreement marked to show the items on
which the filing party plans to seek confidential treatment. The filing party
must expand any confidential treatment requests to include those provisions of
the Agreement indicated by Yahoo as terms on which Yahoo requests confidential
treatment. Without limiting what constitutes a material breach under the
Agreement, any failure to comply with this Section 14.3 will be deemed a
material breach of the Agreement by Headhunter.net.

SECTION 15: INSURANCE.

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

SECTION 16: ASSIGNMENT.

16.1     [*****]. Headhunter.net will provide Yahoo with notice at least ten
(10) calendar days prior to Headhunter.net's [*****] with respect to a [*****].
Headhunter.net will further notify Yahoo if and when such discussions terminate.
As used herein, a "[*****]" shall mean any [*****].

16.2     Assignment. This Agreement will bind and inure to the benefit of each
party's permitted successors and assigns. Neither party may assign this
Agreement, in whole or in part, without the other party's written consent;
provided, however, that either party may assign this Agreement without such
consent in connection with any merger, consolidation, any sale of all or
substantially all of its assets or any other transaction in which more than
[*****] of its voting securities are transferred. Notwithstanding the foregoing,
in the event that Headhunter.net enters into an agreement that will (upon
completion of the transaction) [*****], or with a person that lacks sufficient
assets to perform the obligations hereunder after the assignment, Headhunter.net
will promptly notify Yahoo in writing, and, in Yahoo's sole discretion, Yahoo
may terminate the Agreement (to take effect ninety (90) days following the
official closing date of the [*****]), by providing notice of termination to
Headhunter.net within fifteen (15) days. Any attempt to assign this Agreement
other than in accordance with this provision shall be null and void.

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SECTION 17: WARRANT PURCHASE AGREEMENT.

         Simultaneous with the execution of this Agreement and as additional
consideration for Yahoo's entering into the Agreement, Headhunter.net will enter
into the Warrant Purchase Agreement in the form attached to this Agreement as
Exhibit J ("Warrant Purchase Agreement"). In addition, within seven (7) Business
Days following the Effective Date, HeadHunter.net must comply with Section 6 of
the Warrant Purchase Agreement by executing and delivering the Registration
Rights Agreement. Failure to do so will be a material breach of this Agreement.

SECTION 18: GENERAL.

18.1     Notices. All notices, requests and other communications called for by
this agreement shall be deemed to have been given immediately if made by
telecopy or electronic mail (confirmed by concurrent written notice sent first
class U.S. mail, postage prepaid), if to Yahoo at 3420 Central Expressway, Santa
Clara, CA 95051 (or, AFTER July 30, 2001, 701 1st Avenue, Sunnyvale, CA 94086),
Fax: (408) 731-3301 Attention: Senior Vice President (e-mail: [*****]), with a
copy to its General Counsel (e-mail:[*****]), and if to Headhunter.net at the
physical and electronic mail addresses set forth on the signature page of this
Agreement, or to such other addresses as either party shall specify to the
other. Notice by any other means shall be deemed made when actually received by
the party to which notice is provided.

18.2     Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of California, without reference to
conflicts of laws rules, and without regard to its location of execution or
performance. Any litigation arising under this Agreement will be brought in the
federal or state courts of the Northern District of California. In any
litigation or arbitration between the parties where one party seeks to enforce
this Agreement or a declaration of rights under this Agreement, the prevailing
party for those claims will be entitled to reimbursement of its reasonable
costs, attorneys fees and expenses to resolve the claims and to enforce any
award or judgment, including but not limited costs, expenses, and attorneys fees
for legal work preceding the filing of any claims, litigation, appeals, and
collection.

18.3     Full Understanding; Headings. The parties acknowledge that this
agreement was negotiated at arms length, with the aid of counsel or with a
reasonable opportunity for each party to secure counsel and, accordingly, they
desire that the agreement be construed fairly, according to its terms, in plain
English, without constructive presumptions against the drafting party, and
without reference to the paragraph headings, which are for reference only.

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

18.5     No Agency. Neither this Agreement, nor any terms and conditions
contained herein may be construed as creating or constituting a partnership,
joint venture or agency relationship between the parties.

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

18.7     Force Majeure. If any party is unable to carry out the whole or any
part of its obligations under this agreement by reason of an unanticipated event
that is not reasonably within the control of the affected party (including acts
of God, acts of governmental authorities, strikes, war, riot, failure of third
party telecommunications facilities, or any other causes of such nature), and
which by exercise of reasonable due diligence, such affected party could not
reasonably have been expected to avoid, overcome or obtain, or cause to be
obtained, a commercially reasonable substitute therefore, then the performance
of the obligations under this Agreement of such party as they are affected by
such cause will be excused during the continuance of the inability so caused.
Notwithstanding the foregoing, should a party's inability to perform its
obligations hereunder not be remedied within fifteen (15) Business Days after
the date of such cause, the party not so affected may at any time after the
expiration of such period, during the continuance of such inability, terminate
this Agreement on giving written notice to the other party and without payment
of any penalty or damages therefore. No party will be relieved of its
obligations hereunder if its failure of

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performance is due to removable or remediable causes which such party fails to
remove or remedy using commercially reasonable efforts within a reasonable time
period. A party that is rendered unable to fulfill any of its obligations under
this Agreement by reason of a force majeure event as set forth in this Section
will give prompt notice of such fact to the other party, followed by written
confirmation of notice, and will exercise due diligence to remove such inability
with all reasonable dispatch.

18.8     Entire Agreement. This Agreement and its exhibits are the complete and
exclusive agreement between the parties with respect to the subject matter
hereof, superseding and replacing any and all prior agreements, communications,
and understandings, both written and oral, regarding such subject matter. This
Agreement may only be modified, or any rights under it waived, by a written
document executed by both parties. This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute a single
instrument. Execution and delivery of this Agreement may be evidenced by
facsimile transmission.

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

         IN WITNESS WHEREOF, the parties have caused this Services and Content
Agreement to be executed by their duly authorized representatives as of the date
first written above.

YAHOO! INC.                                  HEADHUNTER.NET, INC.

By:    /s/ Ellen Siminoff                    By:      /s/ Matthew Ferguson
   --------------------------------------       --------------------------------

Title: SVP                                   Title:   VP Bus. Dev.
      -----------------------------------          -----------------------------

Date:  3/5/01                                Date:    3/5/01
     ------------------------------------         ------------------------------

Address:       3420 Central Expressway       Address: 333 Research Ct.
        ---------------------------------            ---------------------------
               Santa Clara, CA 95001                  Norcross, GA 30092
        ---------------------------------            ---------------------------

Telecopy:      404-616-3712                  Telecopy:         (773) 867-7161
         --------------------------------             --------------------------

E-mail:  [*****]                             E-mail:  [*****]
       ----------------------------------           ----------------------------

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                                    EXHIBIT A
                             HEADHUNTER.NET CONTENT

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                                    EXHIBIT B
                                PAYMENT SCHEDULE

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                                    EXHIBIT C
                             SERVICE SPECIFICATIONS

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                                    EXHIBIT D
                                 Service Mockups

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                                    EXHIBIT E
                      YAHOO BRAND FEATURES USAGE GUIDELINES

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                                    EXHIBIT F
                            SERVICE LEVEL GUIDELINES

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                                    EXHIBIT G
                                 REPORTING DATA

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                                    EXHIBIT H
                        YAHOO DATA EXCHANGE REQUIREMENTS

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                                    EXHIBIT I
                                DEMOGRAPHIC AREAS

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                                    EXHIBIT J
                           WARRANT PURCHASE AGREEMENT

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