HOOVERS INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>a2056698zex-10_2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<Page>

                                                                    Exhibit 10.2

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



                              EMPLOYMENT AGREEMENT

       THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into on this 3rd
day of May, 2001, by and among Hoover's, Inc., a Delaware corporation (the
"Company") and Patrick J. Spain, a resident of Travis County, Texas (the
"Executive"), and the parties agree as follows:

       1.    RECITALS.

             (a)   Executive has been employed by the Company since 1990, and,
                   immediately prior to the execution of this Agreement, has
                   been serving as Chairman, Chief Executive Officer, and
                   President of the Company; and

             (b)   Executive and the Company have recruited and retained a new
                   Chief Executive Officer and President of the Company, the
                   employment of whom by the Company commences contemporaneously
                   with the execution of this Agreement; and

             (c)   The Executive and the Company desire that Executive continue
                   to serve the Company as its full time executive Chairman in
                   accordance with the terms of this Agreement; and

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

       2.    RELATIONSHIP.

             The Company hereby employs Executive to serve as an executive of
the Company, and Executive hereby agrees to such employment, upon the terms and
conditions set forth below.

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

             (a)   Executive shall serve as the executive Chairman of the
                   Company, shall report to the Board of Directors of the
                   Company (the "Board") and shall perform such executive duties
                   and responsibilities commonly incident to such office as may
                   be prescribed from time to time by the Board; and


                                      1
<Page>

             (b)   Subject to reasonable outside business and personal interests
                   that do not present a conflict of interest, Executive shall
                   devote his full time, attention and energy to the business of
                   the Company; and

             (c)   Subject to reasonable travel requirements, and the rights of
                   Executive under Section 5(e) below with respect to his
                   primary residence, a substantial portion of the services to
                   be provided by Executive to the Company shall be provided at
                   its offices in Austin, Texas.

       4.    TERM.

             The term of this Agreement shall commence on May 22, 2001 (the
"Effective Date") and shall continue until terminated in accordance with Section
7 of this Agreement.

       5.    COMPENSATION AND BENEFITS.

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

             (a)   subject to the adjustments provided for below, the Company
                   shall pay to Executive a salary at the annual rate of Three
                   Hundred Thousand and No/100 Dollars ($300,000.00), which
                   salary shall be paid in installments on the Company's
                   customary pay dates and shall be subject to all applicable
                   withholding required by state or federal law; provided, that
                   Executive's salary shall be subject to increase but not
                   decrease during the Term in the discretion of the Board; and

             (b)   the Company shall provide to Executive, at the expense of the
                   Company, such benefits as the Board or the Compensation
                   Committee of the Board, if any, in its sole discretion, from
                   time to time, determines to provide, which shall be the same
                   benefits, including health insurance and disability
                   insurance, as received by other senior executives of the
                   Company; and

             (c)   Executive shall be entitled to such other incentive
                   compensation and bonuses in any calendar year as the Board or
                   the Compensation Committee of the Board, if any, from time to
                   time, determines to provide in its sole discretion; and

             (d)   Executive shall be entitled to four (4) weeks of vacation per
                   calendar year, which shall accrue and accumulate in
                   accordance with the Company's vacation policies; and


                                      2
<Page>

             (e)   Executive shall have the right at any time during the Term to
                   relocate his primary residence from Austin, Texas to another
                   location. In the event of such relocation, the Company shall
                   pay or reimburse the Executive for the reasonable travel
                   expenses incurred by him in traveling to and from his primary
                   residence to the Company's offices in Austin, Texas, as well
                   as his reasonable expenses while in Austin, Texas including,
                   reasonable hotel and/or apartment expenses. The Company also
                   acknowledges that it is practicable for the Executive to
                   perform certain of his duties for the Company from his city
                   of residence and the Company agrees that Executive will be
                   required to perform his duties in Austin, Texas only to the
                   extent they cannot reasonably be performed from the location
                   of his primary residence and the Company agrees to reimburse
                   Executive for the reasonable costs of keeping an office in
                   his city of residence, such costs not to exceed $500.00 per
                   month; and

             (f)   The Company will reimburse Executive for the reasonable cost
                   of his attorneys fees incurred in connection with the
                   drafting and negotiation of this Agreement, with the
                   aggregate amount of such reimbursement not to exceed
                   $6,000.00.

       6.    CONFIDENTIAL AND PROPRIETARY INFORMATION.

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

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


                                      3
<Page>

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

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

             (d)   Executive acknowledges and agrees that all data, listings,
                   charts, drawings, records, files, drafts, memoranda, devices,
                   documents, specifications and similar items, together with
                   all copies thereof, relating to the business of the Company
                   and its affiliates or their customers, and/or any other
                   material containing or disclosing any Proprietary
                   Information, Inventions, or Third Party Information whether
                   compiled by Executive, furnished to Executive by the Company
                   or its affiliates, or their customers or clients or otherwise
                   made accessible to Executive or coming into his possession,
                   while Executive is in the employ of the Company, and copies
                   of any such items, shall be and remain the sole and exclusive
                   property of the Company or its customers or clients, as the


                                      4
<Page>

                   case may be, and none of such items shall be removed from the
                   Company's business premises by Executive without the prior
                   written consent of the Company, except as required in the
                   course of his employment and all of such items shall be
                   promptly returned to the Company by Executive upon the
                   termination of his employment with the Company for whatever
                   reason.

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

             (f)   Executive acknowledges that any breach by Executive of this
                   Section 6 may result in irreparable harm to the Company with
                   respect to which no adequate remedy at law exists.
                   Accordingly, in addition to any other remedies available to
                   the Company with respect to any actual or threatened breach
                   of this Agreement, Executive consents to the entry of any
                   temporary and permanent injunctive relief to the extent
                   necessary to protect the Company from harm.

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

       7.    TERMINATION.

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

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


                                      5
<Page>

                   (ii)    gross neglect of duties by Executive;

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

                   (iv)    conviction of Executive of a felony; or

                   (v)     the failure or refusal of Executive to follow a
                           lawful direction from the Board that is not
                           inconsistent with the duties of Executive or the
                           obligations of the Company under this Agreement and
                           that does not constitute grounds for termination by
                           Executive for Good Reason (as defined below).

             (b)   The Company shall have the right to terminate the employment
                   of Executive under this Agreement at any time without "Cause"
                   upon the giving to Executive of thirty (30) days written
                   notice of such termination; PROVIDED, HOWEVER, that during
                   any such thirty (30) day notice period, (i) the Company may
                   suspend, with no reduction in pay or benefits, Executive from
                   his duties as set forth herein (including, without
                   limitation, Executive's position as a representative and
                   agent of the Company), and (ii) the Executive shall have no
                   obligation to provide further services to the Company.

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

                   (i)     Assignment of duties materially inconsistent with the
                           scope of authority, duties and responsibilities
                           defined in this Agreement (which shall include the
                           removal of all duties from Executive) and such
                           assignment is not retracted in writing, within ten
                           (10) days after receipt of written notice of
                           Executive's objection to such assignment;

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

                   (iii)   More than fifty percent (50%) of the voting stock of
                           the Company is acquired, by any person or entity; or

                   (iv)    One or more of the members of the Board of the
                           Company are persons other than those nominated by the
                           Board of Directors of the Company; or


                                      6
<Page>

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

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

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

             (f)   The employment of Executive under this Agreement shall
                   terminate automatically upon the Disability of the Executive.
                   For purposes of this Agreement, Disability shall mean that
                   the Executive is unable for a period of ninety (90)
                   consecutive days because of a physical or mental illness or
                   condition to substantially render the services required
                   hereunder. In such event, the Executive's employment
                   hereunder can be terminated upon written notice from the
                   Company to the Executive.

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

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

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

             (h)   In the event of a termination by Company without Cause, or
                   the termination by Executive for Good Reason at any time
                   following the execution of this Agreement (including
                   termination as described above prior to the Effective Date),
                   the Executive shall be entitled to the following:


                                      7
<Page>

                   (i)     as severance compensation, his then applicable salary
                           compensation paid semi monthly for a period of one
                           (1) year following the date of termination of
                           Executive's employment (and, during the period in
                           which Executive is entitled to receive severance
                           compensation the Executive shall be under no
                           obligation to mitigate his/her damages or seek other
                           employment or to provide any services to the
                           Company);

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

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

                   (iv)    continued participation on the same basis (including
                           without limitation, cost contributions) as the other
                           senior executives of the Company in all medical,
                           dental, disability and life insurance coverage (such
                           benefits collectively called the "CONTINUED PLANS")
                           in which he was participating on the date of
                           termination (as such Continued Plans are from time to
                           time in effect at the Company) until the earlier
                           of(x) the end of the period that he receives
                           severance compensation payments under clause (i) of
                           this Section 7(h) or (y) the date, or dates, on which
                           he is entitled to receive coverage and benefits under
                           the same type of plan of a subsequent employer;
                           provided, however, (1) if the Executive is precluded
                           from continuing his participation in any Continued
                           Plan, then the Company will be obligated to pay him
                           the economic equivalent of the benefits provided
                           under the Continued Plan in which he is unable to
                           participate, for the period specified above, plus an
                           amount equal to the tax, if any, payable by him
                           thereon, it being understood that the economic
                           equivalent of a benefit foregone shall be deemed the
                           lowest cost in the State of Texas that would be
                           incurred by the Executive in obtaining such benefit
                           himself on an individual basis, and payment of such
                           after-tax economic benefit shall be made quarterly in
                           advance, and (2) the Company shall pay the premiums
                           for Executive's medical insurance under COBRA for so
                           long as Executive or Executive's family is eligible
                           for COBRA benefits and not covered under the medical
                           plan of any subsequent employer.


                                      8
<Page>

             (i)   The termination of Executive's employment with the Company
                   shall not affect or terminate the service of Executive as a
                   member of the Board of the Company.

       8.    NONCOMPETITION.

       The Executive expressly agrees, confirms, represents and covenants for
       the benefit of the Company, as follows:

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


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


                                      9
<Page>

                   termination, the Company shall have thirty (30) days from the
                   earlier of the date on which it became aware of the existence
                   of such entity, or the date on which it should reasonably
                   have become aware of the existence of such entity based on
                   publicly available information, to inform Executive of the
                   application of this provision to such entity, and any other
                   business engaged in by the Company or any of its subsidiaries
                   or affiliates during the Term other than any business
                   incidental to the operations of the Company or any of its
                   subsidiaries taken together as a whole;

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

             (c)   During the Non-Compete Period, the Executive shall not
                   contact or solicit or encourage any employee, supplier,
                   distributor or customer of the Company to discontinue his,
                   her or its relationship with the Company;

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

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


                                      10
<Page>

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

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

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

       9.    OPTIONS.

             (a)   The Company and Executive agree and confirm that, as of the
                   date of this Agreement, the Company has granted to Executive
                   the stock options discussed in Exhibit A to this Agreement
                   and that such options remain in full force and effect in
                   accordance with the terms of the stock option plans and
                   agreements pursuant to which they have been issued;

             (b)   The Company and Executive agree to enter into the following
                   agreements with respective to Executive's currently issued
                   stock options, as well as the options granted pursuant to
                   subparagraph c below:

                           a.   With respect to those options that have an
                                exercise price that is equal to or greater than
                                the closing price of the Company's common stock
                                on the NASDAQ National Market System on the
                                Effective Date (the "Effective Date Closing
                                Price"), the Company will amend the option
                                agreement for such options as of the Effective
                                Date to provide that: (i) any unvested options
                                will fully vest as of the Effective Date; and
                                (ii) Executive will have a period equal to the
                                lesser of two years or the balance of time
                                remaining prior to the expiration of such option
                                in which to exercise such option following the
                                cessation of Service of Executive with the
                                Company, as defined in such option agreement(s).


                                      11
<Page>

                           b.   In the event of a termination by Company without
                                Cause, or the termination by Executive for Good
                                Reason, the Company shall, at Employee's
                                request, extend a loan to the Executive for the
                                express purpose of providing Executive with
                                sufficient funds to exercise all of Executive's
                                options which have an exercise price that is
                                less than the Effective Date Closing Price. Such
                                loan shall: (i) bear interest at the prime rate
                                of interest as published by Imperial Bank, or
                                its successor; (ii) shall be a full recourse
                                loan secured by the shares acquired by Executive
                                pursuant to such option exercise; and (iii)
                                shall be repaid within two (2) years. Executive
                                shall also issue a personal guaranty in a form
                                reasonably satisfactory to the Company.

                           c.   As of the Effective Date, the Company will grant
                                Executive an option to acquire 50,000 shares of
                                common stock under the Company's 1999 Stock
                                Incentive Plan (the "Plan"), pursuant to the
                                Company's standard stock option agreement. Such
                                option will vest quarterly over a period of four
                                (4) years, commencing August 22, 2001, with an
                                exercise price equal to the Effective Date
                                Closing Price. Upon cessation of Executive's
                                Service with the Company, as defined in the
                                Plan, vesting of such option will cease and the
                                option will terminate in accordance with the
                                Plan.

       10.   NONTRANSFERABILITY.

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

       11.   WAIVER.

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

       12.   NOTICE.

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


                                      12
<Page>

             (a)   To the Company at:

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

                   After May 15, 2001:

                   5800 Airport Blvd.
                   Austin, Texas 78752
                   Attention: General Counsel

             (b)   To the Executive at:

                   Patrick J. Spain
                   [*]
                   [*]

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










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


                                      13
<Page>

       13.   GOVERNING LAW; FORUM FOR DISPUTES; EXPENSES.

             This Agreement shall be interpreted in accordance with the laws
             of the State of Texas. The parties agree that any dispute arising
             hereunder shall be subject to final and binding arbitration
             conducted pursuant to the rules of the American Arbitration
             Association and the arbitration shall take place in Austin, Texas;
             provided that following a Change of Control, either party may, at
             their discretion, seek to resolve a dispute arising hereunder
             through arbitration, as described above, or by filing suit subject
             to the jurisdiction and venue provisions described below. The
             parties agree that any dispute arising hereunder which are not
             subject to final and binding arbitration or to enforce the results
             of such arbitration shall be submitted to a court of competent
             jurisdiction in Travis County, Texas. The Executive and the Company
             acknowledge that a material portion of the business of the Company
             is conducted in Texas, and consent to the jurisdiction of, and
             service of process by, such court. The parties further agree that
             in the event of any lawsuit or other legal proceeding with respect
             to this Agreement, the prevailing party in connection with such
             suit or proceeding shall be entitled to recover from the
             nonprevailing party, in addition to any other relief to which such
             prevailing party shall be entitled, all of the expenses of such
             prevailing party in connection with such suit or proceeding,
             including, without limitation, attorneys fees and expenses, and
             expert witness fees.

       14.   FINAL AGREEMENT.

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

       15.   MODIFICATION.

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


                                      14
<Page>

       16.   BINDING EFFECT.

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

       17.   LEGAL CONSULTATION.

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

             IN WITNESS WHEREOF the parties hereto have executed this Agreement.


                                  "COMPANY"

                                  HOOVER'S, INC., a Delaware corporation


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

                                  "EXECUTIVE"

                                  /s/ Patrick J. Spain

                                  PATRICK J. SPAIN
                                  SOCIAL SECURITY #:        [*]
                                                     ----------------



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



                                      15
<Page>

                                    EXHIBIT A
                                    ---------

                                 OPTION HOLDINGS

<Table>
<Caption>

                                    EXERCISE          PERCENT VESTED
GRANT DATE          NUMBER           PRICE             AS OF 5/3/01
----------          ------           -----             ------------
<S>                <C>              <C>               <C>
10/28/92             9,750          $ 1.00                 100%
02/03/93            75,000          $ 1.00                 100%
06/27/95           105,000          $ 1.00                 100%
06/03/96            40,950          $ 2.00                 100%
05/09/97            82,500          $ 3.67                 100%
06/24/98            75,000          $ 4.33                  50%
06/08/99           112,500          $14.00                  25%
06/05/00           100,000          $ 7.4375                 0%
12/21/00           100,000          $ 1.5625                 0%
</Table>




All options expire ten (10) years from the date of grant.


</TEXT>
</DOCUMENT>
